General Terms & Conditions

I. Validity of the General Terms & Conditions (GTC)

Customers accept the following General Terms & Conditions (GTC) upon placing an order. Any agreements, amendments or supplements deviating from the GTC must be in writing to be valid. This also applies to any amendment to this clause on the written form. Any differently worded customer GTC shall not become a constituent part of this agreement even if not contradicted by the Contractor and even in the event of a performed service.

II. In General

Contracts are entered into by written order.

III. Prices

The Contractor’s prices are non-binding. Quoted prices are net prices after deduction of any rebates or discounts and shall be charged plus value-added tax at the respective valid rate.

Our invoices are due for payment without any deductions within 14 days calculated from the date the invoice was issued.

Service agreements are to be paid by direct debit or per invoice prior to commencement of the charging period.

Payments are to be made as follows:
1. Software: the rental invoice starts with installation
2. Services: as invoiced
3. Software special development: 100% upon signing of contract
4. Hardware/Periphery: 100% upon signing of contract
5. Separate service, or consulting contracts with duration agreement will be charged monthly. Payments are to be made to 100% prior to the start of a month.

If the payment deadline is exceeded, the Contractor shall be entitled to charge interest at 4% p.a. above the current discount rate. The Customer can only offset payments or claim a right of retention in cases of undisputed or legally established claims.

IV. Specifications, Description

Unless otherwise explicitly assured in writing, the specifications, descriptions and other details provide average experience figures; deviations from these are possible in individual cases.

The Contractor is authorized at any time to change the specifications of the products or replace them with other specifications insofar as the performance of the products is not influenced in a detrimental manner as a result thereof.

V. Delivery

Adherence to the agreed delivery date for the ordered software and/or hardware is on condition of a timely and orderly receipt of all documents to be provided by the Customer, in particular approvals and releases, as well as the timely approval of any plans.

The Contractor shall endeavour to adhere to specified delivery dates. Delays in delivery which the Contractor has been unable to avoid despite all due care and attention according to the circumstances of the respective case, exempt the Contractor from adherence to specified delivery dates without obligation to pay compensation. In the event of a delay occurring for which the Contractor is not liable, the Customer shall set an appropriate follow-up deadline of at least a month after which the Customer may withdraw from the contract unless notification has been given prior to the end of the deadline that the delivery is ready for dispatch.

Force majeure, riots, strikes, lockouts, faults in the supply of energy and raw materials, transport problems with the Contractor’s suppliers or other events which the Contractor has been unable to avoid despite due care and attention exempt the Contractor from the supply commitment for the respective duration of such fault or hindrance. The Contractor is entitled to cancel confirmed orders in part or whole in the event of performance complications which are no longer acceptable. Part-deliveries are permitted.

VI. Installation

Insofar as the order has been placed for the installation of software or system technology, it shall be installed on the Customer’s premises, appropriate tests carried out and the Customer instructed in accordance with the contracted service volumes.

The Customer shall ensure that the necessary conditions are in place for the installation of the equipment and their connection (hardware requirements are to be observed in the case of software). The Customer shall be notified by the Contractor at the latest upon order placement of any office connections and conditions other than standard which may be required.

The Customer shall assist with the installation to the best of its ability free-of-charge and provide any necessary auxiliary materials to an appropriate extent. Insofar as the Contractor is reliant on assistance from the Customer or third parties for the installation and connection of equipment, the Customer shall be liable to provide this assistance at own expense.

VII. System Acceptance

The installed system (hardware) shall be demonstrated to the Customer and accepted by the latter in writing without delay insofar as the functionality complies with the specifications.

If no installation is being carried out, or if the Customer culpably delays installation, the system/equipment shall be deemed to have been accepted two weeks after delivery if the Customer does not refuse acceptance within this period under reference to the existence of a fault.

VIII. Rights of Utilization

8.1 The software is protected by copyright.
The Customer accepts herewith that it is not entitled to any other rights of any form whatsoever, in particular copyright and rights to the intellectual property of the software or a modified version of the software. Any duplication, modification, combination and/or translation of the software are only permitted within the framework of Sections 69d and 69e German Copyright Law.

8.2 The software is placed at the Customer’s disposal for use in accordance with the terms of the contract. The extent of use in accordance with the terms of the contract, as well as the type and scope of the rights of utilization, are defined in the licence agreement.

8.3 The Customer agrees to take appropriate technical and organisational steps to ensure correct use of the software in accordance with the terms of the contract.

8.4 If the Customer is entitled to convey rights of utilization to a third party, it shall impose its contractual duties and obligations upon such third party. The Customer’s rights of utilization become void with such conveyance.

8.5 The Contractor shall notify the Customer of any copying and usage restrictions contained in the software insofar as the Contractor is aware of this.

IX. Rights to Work Results

In respect of the maintenance of software programs which the Contractor has supplied to the Customer for use as part of a licence agreement, the Contractor grants the Customer the right to use the work results of the contractual maintenance work as part of this software program for the duration of the licence agreement under the terms of this contract. Any further exploitation by the Customer is excluded. The Contractor retains all other exploitation rights including the right to place the same work results (insofar as they are not to be regarded as business secrets of the Customer) at the disposal of third parties. Any infringement of the Contractor’s copyright shall result in claims for damages pursuant to existing German law.

X. Extraordinary Termination of Rights of Utilization

10.1 The Contractor can terminate the rights of utilization in the event of the Customer seriously infringing upon the agreed rights of utilization or industrial property rights of the rights holder. This shall be on condition that a prior warning with appropriate set deadline by the Contractor was without success.

10.2 In the event of termination, the Customer is obliged to delete or return to the Contractor the original of the standard software affected by the termination as well as all respective documentation and copies. The Customer shall provide a declaration of the deletion upon demand by the Contractor. Other legal provisions shall remain unaffected in this respect.

XI. Default

11.1 In the event of default, the Customer can set the Contractor an appropriate deadline with declaration that it will withdraw from the contract in part or whole after that deadline or demand compensation for non-fulfilment.

11.2 If the Customer demands compensation for non-fulfilment, the Contractor’s payment obligation shall be restricted to 8% of the total price. Claims by the Customer for compensation of lost profits are excluded. Lump-sum compensation amounts already paid by the Contractor for default shall be taken into account.

11.3 If the Contractor fails to meet an agreed delivery date by more than seven calendar days, the Customer can demand lump-sum compensation for every further day in default. This shall amount to 0.4% of the individual price of the performance for each calendar day the Contractor is in default, however, a maximum of 8% of this price. The Contractor is at liberty to prove that lesser or no damages have been incurred.

11.4 The restrictions to liability do not apply in the case of premeditation or gross negligence.

XII. Warranty

The manufacturer’s warranty periods shall apply. The Contractor guarantees that the goods it supplies have the explicitly assured properties at the time of delivery. With regard to software, the Contractor points out that it is not possible under the current state of technology to exclude errors in software under all operational conditions.

The Contractor shall be liable for damages insofar as premeditation or gross negligence has been proven.

The liability for slight negligence is excluded.

Customer entitlements to compensation for loss of profit are excluded. Our warranty period does not include the rectification of faults that result because the Customer
a.    has not treated the systems with due care and attention
b.    has not had the systems serviced correctly in the event of a service contract being agreed
c.    undertakes modifications or changes to the system, in particular of lesser quality.

12.1 The Contractor provides no guarantee that the software and any particular properties according to the licence agreement do not contain any faults at the time of conveyance which inhibit or restrict the value or service capability when used under ordinary conditions or according to the contract. An immaterial reduction in value or service capability is out of the question.

12.2 The Customer shall give notification in writing without delay of any faults including any information of which it is aware and which may be purposeful for the identification thereof. Within the scope of what can reasonably be expected, the Customer shall undertake any measures that make it easier to find faults and their causes.

XIII. Other Liability

The Contractor shall be liable in the event of liability for the lack of assured properties and infringement of contractual duties that are vital for achieving the contractual objective (material contractual duties). In the event of default, the Contractor shall only be liable inasmuch as default results from circumstances for which the Contractor is to be held responsible because of gross negligence or premeditation.

In addition, liability shall be restricted for each individual occurrence of damaging event and for all damaging events from this contract as a whole to an amount of € 150,000. The liability restrictions and exclusions shall not apply in the event of premeditation or gross negligence by the Contractor’s legal representatives or managerial staff.

Any possible liability by legal representatives, employees and sub-contractors of the Contractor shall be restricted in the same way.

The Contractor shall not be liable for the loss of customer data and/or the adulteration or corruption of customer data. It is the Customer’s responsibility to ensure through standard data backup at least once a day that customer data which is generated and/or stored by or in connection with the system can be recovered using appropriate automatic procedures.

XIV. Statute of Limitations

Claims shall become void 3 years after becoming known, however, no later than 8 years after conveyance.

XV. Data Protection, Secrecy and Security

15.1 The Customer shall ensure that the Contractor is notified of all relevant circumstances above and beyond legal regulations, knowledge of which is necessary for the Contractor because of reasons of data protection and secrecy.

15.2 Unless otherwise agreed, the Customer shall ensure the deletion of any protectable contents prior to handing over a data carrier to the Contractor.

15.3 The Contractor shall ensure that all persons appointed with processing or fulfilling the contract observe all legal regulations concerning data protection. The obligation to data secrecy as required by data protection law must be carried out at the latest prior to initial commencement of activities and proof thereof must be provided to the Customer upon demand.

15.4 The Customer may withdraw from the contract in part or whole if the Contractor culpably fails within an appropriate set period to fulfil its duties pursuant to section 14.3 taking into account the contents of section 14.1 or infringes upon data protection regulations by premeditation or gross negligence.

15.5 The Customer and Contractor are obliged to treat in confidence all information, business and operational secrets coming to their attention within the course of the contractual relationship and, in particular, not to pass this on to third parties or utilize it in any other way. This shall also apply to the exchange of information within public authorities.

XVI. Written Form

This agreement and any amendments, as well as all contractually relevant declarations, notifications and documentation, must be in writing.

XVII. Severability Clause

In the event of an individual provision to this contract being invalid, it shall have no effect on the validity of the remaining provisions. The contractual partners shall cooperate to replace any invalid provisions with valid provisions that are as close as possible in content to the invalid provisions.

XVIII. Legal Succession

All agreements reached between the contractual parties shall apply respectively to the mutual legal successors.

XIX. Court of Jurisdiction

The domicile of the Contractor has been agreed as court of jurisdiction. German law applies.