General Terms
and Conditions

ARTICLE 1. | DEFINITIONS

In these general terms and conditions, the following terms, always indicated with a capital letter, are used in the following meaning.

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1. Automagency: The user of these terms and conditions, registered as the legal entity AUTOMAGENCY - FZCO, registered in the United Arab Emirates.
2. Client: any legal entity or natural person acting in the course of a profession or business, with whom Automagency has entered into or intends to enter into an Agreement.
3. Parties: Automagency and the Client jointly.
4. Agreement: any agreement between the Parties under which Automagency has undertaken to provide Services to the Client.
5. Services/Service Provision: the services to be provided by Automagency in the context of the Agreement, including but not limited to advisory services with regard to and the realization of automations and further developments thereof within the organization of the Client, including implementation, support, and maintenance of Software. The specific Services to be provided in the context of the Agreement are solely determined by what the Parties have expressly and in writing agreed upon.
6. Term Agreement: an Agreement pursuant to which, by its nature and/or purpose, the Parties have committed themselves to continuous, recurring, or successive performances for an indefinite period, such as in the case of support and/or maintenance of Software and/or further development of the realized automations.
7. Software: software advised by Automagency as part of the Service Provision, maintained by Automagency and/or with respect to which Automagency provides support. In agreements regarding the delivery of Software, Automagency is not a party; Software is acquired by the Client from third parties at its own expense and risk.
8. In Writing: written communication, communication by email or any other means of communication that can be considered equivalent to this with regard to the state of the art and generally accepted views in society.

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ARTICLE 2. | GENERAL PROVISIONS

1. These general terms and conditions apply to any offer from Automagency, any concluded Agreement, and all legal relationships arising therefrom between the Parties.
2. The applicability of any general terms and conditions of the Client, referred to by any name whatsoever, is expressly rejected.
3. Deviation from the provisions of these general terms and conditions can only be made expressly and in writing. If and to the extent that what the Parties have expressly and in writing agreed upon deviates from the provisions of these general terms and conditions, what the Parties have expressly and in writing agreed upon shall apply.
4. Annulment or nullity of one or more of the provisions of these general terms and conditions or the Agreement as such shall not affect the validity of the other provisions. In such a case, the Parties are obliged to enter into mutual consultation in order to reach a replacement arrangement with regard to the affected provision. In doing so, the purpose and intent of the original provision will be taken into account as much as possible.

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ARTICLE 3. | OFFER AND CONCLUSION OF AGREEMENTS

1. Any offer made by Automagency to enter into an Agreement is non-binding, even if it includes a deadline for acceptance. An offer made by Automagency may be revoked immediately after its acceptance by the Client, either by the Client or by Automagency.
2. The Client cannot derive any rights from an offer by Automagency that contains an apparent error or mistake.
3. Every Agreement is concluded, notwithstanding the provisions of paragraph 1, at the moment the offer made by Automagency is accepted by the Client in the manner designated by Automagency.

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ARTICLE 4. | DURATION, TERMINATION AND CANCELLATION OF AGREEMENTS

1. The Agreement ends upon completion of the Services or upon expiration of the expressly and in writing agreed term, unless it concerns a Term Agreement.
2. A Term Agreement is entered into for an indefinite period. The Parties may expressly and in writing agree to amend the content of a Term Agreement. In such a case, both the content of the Services and the agreed monthly fee may be changed. The changes apply until a new change has been agreed upon in accordance with the above or the Term Agreement has been terminated by notice of termination in accordance with the provisions of the following paragraph.
3. A Term Agreement ends by termination by email no later than ten days before the invoice date of the next monthly invoice that would follow if no termination had taken place. Termination by the Client must be done via info@automagency.com. If termination has not taken place in a timely manner, the Term Agreement ends after the end of the next monthly term.
4. If the Client cancels the Agreement prematurely or does not observe the applicable notice period, the Client remains fully liable for the compensation that it would also owe if Automagency had been able to fully perform the Agreement.

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ARTICLE 5. | OBLIGATIONS OF THE CLIENT IN GENERAL

1. The Client guarantees that it will provide Automagency, whether or not at the request of Automagency, with all information that is reasonably relevant for the design and execution of the Agreement, in a timely, complete, and in the manner prescribed by Automagency, if any. The Client is responsible for the accuracy of this information. Automagency is never liable for damage caused as a result of incorrect or incomplete information provided by the Client.
2. The Client must always provide Automagency with all necessary cooperation for the execution of the Agreement, including but not limited to granting all powers and authorizations necessary for proper execution of the Agreement. The Client is also obliged to inform Automagency as soon as possible of all facts and circumstances that become known, whether or not after the conclusion of the Agreement, and which it reasonably knows are of influence on the timely and/or proper execution of the Agreement. The Client shall take all reasonable measures to optimize the execution of the Agreement.
3. If employees, such as network administrators or managers within the organization of the Client, or third parties engaged by the Client are involved in the execution of the Agreement, the Client guarantees that these persons are available to Automagency in a timely manner and that they provide all cooperation necessary to enable proper execution of the Agreement.

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ARTICLE 6. | EXECUTION OF THE SERVICES IN GENERAL

1. Unless expressly and in writing agreed otherwise, the Services are provided remotely. If and to the extent that it has been expressly and in writing agreed that the Services will be provided at the location of the Client or at another location designated by the Client and agreed upon by the Parties, the Client must ensure the correct and timely execution of all facilities, provisions, and other conditions necessary for proper execution of the Services. Furthermore, the Client must ensure, at its own expense and risk, that the persons employed by Automagency at the location of the execution of the Services have free access to electricity and other facilities reasonably necessary.
2. If the Client fails to fulfil its obligations as referred to in the previous paragraph or as provided for in Article 5, Automagency, without prejudice to the provisions of the remaining part of these general terms and conditions, is entitled to suspend the execution of the Agreement and/or charge the Client the additional costs resulting from the delay.
3. Automagency provides the Services to the best of its knowledge and ability. However, to the extent that the nature or purpose of the Service Provision does not preclude this, Automagency is committed exclusively to a best efforts obligation and cannot guarantee the results that the Client aims to achieve by entering into the Agreement.

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ARTICLE 7. | THIRD PARTIES

1. Automagency is entitled to fully or partially assign the execution of the Service Provision to third parties and involve third parties in the execution of the Agreement.  Automagency will exercise the care of a good contractor in the execution of the Agreement and in the selection of other persons to be engaged by it.
2. These general terms and conditions are also stipulated for the benefit of any third parties to whom Automagency assigns the execution of the Service Provision in whole or in part. Therefore, these third parties, to the extent that the right to performance of the provisions cannot exclusively be reserved for Automagency by their nature or intent, can invoke the provisions of these general terms and conditions against the Client as if they were themselves a party to the Agreement instead of Automagency.
3. It is possible that the third parties involved by Automagency in the Service Provision may want to limit their liability in this respect. Automagency assumes, and if necessary stipulates hereby, that the Agreement concluded with it includes the authority to accept such liability limitations on behalf of the Client.

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ARTICLE 8. | TERMS

1. Any execution periods to which Automagency has committed itself towards the Client are indicative, non-fatal terms.
2. Automagency will not be in default before the Client has given Automagency written notice of default, in which notice a reasonable period for performance is stated and Automagency has still not complied with the performance after the expiration of the last-mentioned period.
3. Default on the part of Automagency entitles the Client to dissolve that part of the Agreement to which the default relates, but never entitles the Client to additional damages.

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ARTICLE 9. | SOFTWARE

1. Software or licenses thereto must be purchased by the Client at its own expense and risk from the respective Software provider. Automagency is not a party to such commitments. To ensure the continued operation of the realized automations, the Client must continue to fulfil any ongoing commitments made with the aforementioned third parties. Automagency advises on Software to the best of its knowledge and ability but is never liable for errors or shortcomings of the Software suppliers, nor for the cessation of the use or operation of Software by the respective supplier. Interruptions, errors, or other defects in Software, as well as the cessation of its operation by the respective supplier, shall never be considered a default by Automagency and shall never result in any liability for Automagency. At most, Automagency may propose replacement Software, provided such Software is available, and resume the Services with respect to this replacement Software. Any losses incurred by the Client as a result of such events shall be borne solely by the Client.

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ARTICLE 10. | FORCE MAJEURE

1. Automagency is not obligated to fulfil any obligation under the Agreement if and for as long as it is hindered in doing so due to a circumstance that cannot be attributed to it under the law, a legal act, or generally accepted social norms (force majeure). Force majeure shall include, in addition to what is provided in law and jurisprudence, technical failures, fire, accidents or illness of personnel, power outages, disruptions in communication connections, and similar situations, which render the fulfilment of the Agreement permanently or temporarily impossible.
2. If the force majeure situation renders the fulfilment of the Agreement permanently impossible, or if the force majeure situation persists for longer than three months, both Parties are entitled to dissolve the Agreement with immediate effect.
3. If Automagency has already partially fulfilled its obligations at the time the force majeure situation arises, or is only able to partially fulfil its obligations, it is entitled to separately invoice the part of the Agreement that has already been executed or is still executable as if it concerned a separate Agreement.
4. Damages resulting from a force majeure situation, notwithstanding the previous paragraph, shall never be eligible for compensation.

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ARTICLE 11. | SUSPENSION AND DISSOLUTION

1. Automagency is entitled, in the event of circumstances that reasonably justify it, to suspend the performance of the Agreement or to terminate the Agreement in whole or in part with immediate effect, if and insofar as the Client fails, fails in a timely manner, or fails completely to fulfil its obligations under the Agreement (including those specified in these general terms and conditions). This also applies if, at the conclusion of the Agreement, circumstances become known to Automagency that provide good reason to fear that the Client will not fulfil its obligations. If the fulfilment of the Client’s obligations becomes impossible or if the Client is in default of fulfilling its obligations, Automagency is authorized to terminate the Agreement, but only after the Client has been given written notice of default by Automagency, in which a reasonable period for compliance is specified and the Client has still failed to comply after the expiration of that period.
2. If the Client is declared bankrupt, if any attachment is levied on its assets, or in cases where the Client is otherwise unable to freely dispose of its assets, Automagency is entitled to terminate the Agreement in whole or in part with immediate effect.
3. Furthermore, Automagency is entitled to terminate the Agreement in whole or in part if circumstances arise of such a nature that compliance with the Agreement becomes impossible or if unmodified continuation of the Agreement cannot reasonably be required of Automagency.
4. The Client shall never be entitled to any form of compensation in connection with the suspension or termination rights exercised by Automagency under this article.
5. To the extent that the reason for suspension or termination can be attributed to the Client, the Client is obliged to compensate Automagency for any damages suffered as a result of the suspension or termination of the Agreement.
6. If Automagency terminates the Agreement on the basis of this article, all claims by Automagency against the Client shall become immediately due and payable.

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ARTICLE 12. | PRICES AND PAYMENTS

1. Automagency's offer provides the most accurate possible statement of pricing factors and any additional costs, which may include, without limitation, a fixed price, hourly rates, and travel and accommodation costs.
2. Unless explicitly and in Writing stated otherwise by Automagency, all amounts specified by Automagency and owed by the Client are exclusive of VAT.
3. Automagency is entitled to demand full or partial advance payment or a deposit from the Client, without prejudice to any agreements explicitly and in Writing made between the Parties, with the understanding that Recurring Agreements are invoiced monthly.
4. Payments must be made by bank transfer within the term specified on the relevant invoice. Automagency applies a standard payment term of seven days from the invoice date but may deviate from this in individual cases.
5. Automagency is entitled to make invoices issued to the Client available solely by email.
6. The Client is always obliged to pay without any appeal to suspension or setoff.
7. If the Client liquidates its business or transfers it to a third party, files for bankruptcy, applies for (provisional) suspension of payment, has its assets seized, or is otherwise unable to freely dispose of its assets, all claims by Automagency against the Client shall become immediately due and payable.
8. If timely payment is not made, the Client is in default by operation of law. From the day the Client's default begins, the Client owes interest of 2% per month on the outstanding amount, whereby part of a month is calculated as a full month.
9. All reasonable costs, including legal, extrajudicial, and enforcement costs, incurred to obtain payment of amounts owed by the Client, shall be borne by the Client.

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ARTICLE 13. | LIABILITY AND INDEMNIFICATION

1. Automagency provides the agreed Services to the best of its knowledge and ability and in accordance with the standards that may be expected of a competent professional. However, Automagency is exclusively liable for damages only if such damages are the result of intent or deliberate recklessness on the part of Automagency.
2. If, notwithstanding the provisions of these general terms and conditions, Automagency is liable for any damages, indirect damages—including, but not limited to, lost profits, lost revenue, and damages due to business interruption—are in all cases excluded. Automagency shall at all times have the right to remedy such damages. The Client must provide Automagency with the opportunity to do so, failing which any liability of Automagency for such damages shall lapse.
3. If, notwithstanding the provisions of these general terms and conditions, Automagency is liable for any damages, such liability shall be limited to the invoice value of the Agreement, or at least to that part of the Agreement to which the liability of Automagency relates. In the event the Agreement has been in force for more than three months at the time the damages occurred, liability shall be limited to the invoice value of the last three months of the Agreement as the baseline.
4. The limitation period for all legal claims and defenses against Automagency is 12 months from the date the claim arose, provided that any right to compensation expires 18 months after the termination of the Agreement if the claim has not been submitted in Writing to Automagency within this period.
5. The Client indemnifies Automagency against claims from third parties for damages for which Automagency is not liable under these general terms and conditions or otherwise. If Automagency is held liable by third parties in this regard, the Client is obliged to assist Automagency both extrajudicially and in legal proceedings and to do everything that may reasonably be expected of the Client in such a case. If the Client fails to take adequate measures, Automagency is entitled, without notice of default, to do so itself. All costs and damages incurred by Automagency and/or third parties as a result thereof shall be fully borne by the Client.

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ARTICLE 14. | INTELLECTUAL PROPERTY

1. Unless the work delivered by Automagency explicitly pertains to a software license, all intellectual property rights to the work developed or made available under the Agreement, including but not limited to analyses, designs, documentation, reports, quotations, and preparatory materials thereof, shall remain exclusively with Automagency or its licensors.
2. The Client only acquires the usage rights and permissions expressly granted under these terms and conditions or otherwise expressly and in writing. In all other cases, the Client shall not reproduce or disclose the works or other materials.
3. Automagency is entitled to use the knowledge acquired during the execution of the Agreement for other purposes, provided that no confidential information of the Client is disclosed to third parties.

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ARTICLE 15. | FINAL PROVISIONS

1. Automagency is entitled to amend these general terms and conditions. In such a case, the Client will be notified, and the amended general terms and conditions will be provided to the Client, after which they will apply.
2. Automagency is at all times entitled to transfer its rights and obligations under the Agreement to a third party, for example in the context of a change in its legal form.
3. The law of the United Arab Emirates exclusively applies to every Agreement and all legal relationships arising therefrom between the Parties.
4. Before resorting to legal action, the Parties are obliged to make every effort to settle the dispute through mutual consultation.
5. Only the competent court within the jurisdiction of the United Arab Emirates is designated to hear any legal disputes between the Parties in the first instance, without prejudice to the right of Automagency to designate another court authorised by law.
6. If these general terms and conditions are available in multiple languages, the English  version thereof is always determinative for the interpretation of the provisions contained therein.