| 1 |
Definitions |
| 1.1 |
Capitalised terms used in these Terms and Conditions shall have the same meaning as defined in the relevant Appointment Form unless the context otherwise requires. |
| 1.2 |
"Appointment Form" means the relevant appointment form pursuant to which the Appointer(s) appoint(s) the Process Agent as its/their process agent for the service of proceedings issued out of the Courts of Germany in respect of the Documents and subject to the Terms and Conditions. |
| 2 |
The appointment of the Process Agent pursuant to the Terms and Conditions of the Appointment Form is conditional upon receipt of the agreed fees and execution of the Appointment Form duly signed by the Process Agent. |
| 3 |
The Process Agent will accept on behalf of the Appointer(s) service of process in respect of the Document(s) listed in any proceedings in Germany. Such service shall be deemed completed by delivery on the Process Agent. |
| 4 |
The Process Agent will notify the Appointer(s) by email or fax of such service as soon as reasonably practicable and invite the Appointer(s) to specify the mode of delivery for service of the Document(s) served by the Process Agent. The Appointer(s) will be responsible for the costs reasonably incurred in forwarding the Document(s) to the Appointer(s) which must be paid in advance. |
| 5 |
The Appointer(s) is/are responsible for making sure that the Process Agent has up to date contact details of the Appointer(s). |
| 6 |
The appointment shall cease on the last day of the contract term but in any event on the 17th anniversary of the date on which the Appointer has accepted the appointment. |
| 7 |
The Appointer(s) will have no claim against the Process Agent for any failure to perform the duties of the Process Agent under this agreement unless such failure is due to the gross negligence or wilful default of the Process Agent and the Appointer(s) hereby agree(s) to indemnify the Process Agent against all liabilities, claims, costs and expenses arising in any way out of the appointment of the Process Agent unless such claim arises from the gross negligence or wilful default of the Process Agent, its officers and agents. |
| 8 |
All payments (plus VAT if applicable) must be received by the Process Agent net of any bank charges due at either end and any local withholding taxes if applied. |
| 9 |
The parties agree that should at any time, any provisions of this agreement be or become void (nichtig), invalid or due to any reason ineffective (unwirksam), this will indisputably (unwiderlegbar) not affect the validity or effectiveness of the remaining provisions and this agreement will remain valid and effective, save for the void, invalid or ineffective provisions, without any party having to argue (darlegen) and prove (beweisen) the parties' intent to uphold this agreement even without the void, invalid or ineffective provisions. The void, invalid or ineffective provision shall be deemed replaced by such valid and effective provision that in legal and economic terms comes closest to what the parties intended or would have intended in accordance with the purpose of this agreement if they had considered the point at the time of conclusion of this agreement. |
| 10 |
This agreement shall be construed in accordance with German Law and is the entire agreement between the Appointer(s) and the Process Agent. No provision in any Document shall override any of these Terms and Conditions. |
| 11 |
The courts of Berlin, Germany have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement (including a dispute relating to the existence, validity or termination of this agreement). |
