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Terms and Conditions (T&Cs)
I General Terms and Conditions
The following GTC apply exclusively and to all legal relationships in their currently valid version.
Conclusion of Contract
All offers made by us are non-binding. The presentation of products on our website does not constitute a legally binding offer but rather an informal online catalog. Additional agreements, specifications of quality, and other arrangements made before, at the time of, or after the conclusion of a delivery agreement require written form to be effective.
Payment Terms
We currently offer payment methods via direct debit and invoice. If a payment method by direct debit is chosen, we apply the SEPA direct debit procedure.
Invoices are payable without deduction after the due date - usually upon delivery. Invoices and reminders are generated electronically and can be sent to the customer by mail or email. Unless otherwise agreed, invoices are issued electronically via email. The customer must immediately inform us in writing and legally of any changes to the email address to which the invoice should be sent. If the customer requires a paper invoice, a processing fee of €7.50 per invoice will apply.
The customer is not entitled to withhold payments unless they have a statutory right of retention from the same contractual relationship. Offsetting is only permissible if the claim being offset is undisputed or legally established. Costs for unjustified chargebacks are to be borne by the customer. All deliveries are at the customer's expense. The actual shipping costs are stated in the respective offer.
Termination
The contract can be terminated at any time with immediate effect for the future, provided that the contract does not contain a specifically agreed termination notice period. Any deliveries received after termination of the contract must be returned.
If a minimum subscription/usage duration is agreed, the contract duration will automatically extend after the minimum subscription/usage duration by the respective duration stated in the offer, but no longer than one (1) year.
In the case of termination of a contract with an agreed termination notice period or minimum usage duration, the customer is entitled to the contractually agreed services until the end of the remaining term.
All terminations must be made in writing (letter, email). Refusal to accept or failure to use deliveries and services does not constitute termination. Without timely termination, the contract duration will automatically extend.
Retention of Title
The full ownership until all payment obligations are completely fulfilled remains reserved. Despite the aforementioned retention of title, the customer is authorized to use the delivered items within the agreed scope, unless the contract expressly provides a prohibition.
Usage Rights
Upon conclusion of the contract, the customer is granted the right to use the services and product deliveries within the framework of legal regulations. At the same time, we are entitled to use the customer's company, trademarks, or business names as a reference.
For online products/SaaS solutions, the non-transferable and non-exclusive usage rights are granted only for a limited time for the duration of the agreed usage contract. The usage rights are limited to the use described below.
- The customer has the right to use the software within the contractually agreed scope (number of licenses purchased, duration of the usage right). The software may only be used by one person per license (named user). The duration of the usage right is determined according to the respective offer.
- The customer is entitled to use the software for their own purposes. Using the software on behalf of third parties and passing on research or calculation results to third parties is not permitted unless the results are given to the third party for exclusive personal use.
- The customer may not copy and/or distribute the software components, included images, and texts by copying, electronic backup, or other methods, nor may they rent, sublicense, or make them available to third parties in any other way. The customer is not authorized to share access credentials and/or passwords for the product or database access related to the product with third parties.
Final Provisions
If any provision of this contract is or becomes invalid, this shall not affect the validity of the contract, unless adherence to the contract would result in unreasonable hardship for either party. The parties will replace the invalid provision with a provision that effectively reflects the intent of the parties at the time of contract conclusion.
The place of performance and jurisdiction for merchants, legal entities under public law, or special public law assets is Munich. German law applies exclusively.
The applicability of conflicting or deviating business terms is excluded, even if we do not explicitly object to them or accept services unconditionally. We reserve the right, in accordance with the following provisions, to amend these general terms and conditions, provided the change is reasonable for you, considering our interests; this is particularly the case if the change does not result in significant legal or economic disadvantages for you, e.g., in the case of changes to contact information. In any case, we will inform you of any changes to these terms with adequate notice, at least one month before the intended effective date. The information will be sent to the email address you provided. If you do not agree with a proposed change, you have the right to object within one month of notification. If you object in time, we are entitled to terminate the contract with one month's notice at the end of the calendar month in writing.
II Special Terms and Conditions for SaaS Solutions
In addition to the General Terms and Conditions, the following special terms and conditions apply to SaaS solutions.
Subject of the Contract and Service Description
We offer various software solutions to support business processes and make them available for use over the Internet as a web application (SaaS solution). The specific scope of functionality of the SaaS solution, as well as the hardware and software requirements that must be met on the customer side, are specified in the respective offer. The provision of the SaaS solution (on data carriers or via online transmission) for local installation is not possible.
As part of the SaaS solution, storage space on central servers is provided, where data generated and processed with the SaaS solution can be stored for the duration of the contractual relationship. The archiving of data in accordance with commercial and tax law retention periods is not included in the scope of services.
The service handover point is the router exit of the data center we use to the Internet. The customer must be responsible for connecting to the Internet, providing or maintaining the network connection to the data center, as well as procuring and providing the network access components for the Internet on the customer side.
Service Level Agreements
Normally, the SaaS solution is available outside of operating hours (365 days, 24 hours), but there is no entitlement to this. If maintenance work is required during operating hours for urgent, unavoidable technical reasons, and as a result, the SaaS solution is unavailable during this time, we will inform our customers as soon as possible by email.
The following service levels apply to SaaS solutions:
- Operating hours: Monday – Friday, 08:00 AM – 06:00 PM
- Maintenance times: Generally outside of operating hours
- Availability during operating hours: At least 95% on average for a calendar month.
We will analyze and resolve documented, reproducible errors in the SaaS solution (hereinafter "support services"). We do not guarantee success in resolving errors and assume no warranty for this. An error, in the sense of these terms and conditions, is any malfunction reported by the customer that results in a deviation in the quality and functionality of the offer and user documentation, and
- significantly affects its usability, or
- leads to data corruption or data loss that is processed or generated by the SaaS solution.
| Error Class 1 | A productive use of the SaaS solution is not possible or only significantly restricted, or essential service features are missed. |
| Error Class 2 | The core functionality is ensured, but a significant error in a submodule exists, which prevents or significantly restricts working with this module. |
| Error Class 3 | All other errors. |
Within the response times, we will provide a proposal for resolving the error. This will include the following contents:
- Presentation of the results of the conducted analysis.
- Proposed course of action to fix the error.
| Error Class 1 | 1 business day |
| Error Class 2 | 2 business days |
| Error Class 3 | 3 business days |
For reports received outside of operating hours, the calculation of response time starts the following business day. Delays in error analysis and resolution caused by the customer (e.g., due to the unavailability of a contact person on the customer side) will not be counted toward the response time.
We are not obliged to provide support services:
- For errors caused by unauthorized changes or adjustments to the SaaS solution.
- For other software (particularly third-party software used on customer systems).
- For errors caused by improper or unauthorized use of the SaaS solution or by user errors.
- For any hardware defects.
- In the form of on-site visits by our employees.
Obligations to Cooperate, Contributions, and Ancillary Duties
All cooperation services required for the performance of the contract must be provided completely and on time.
During use, all applicable laws and other regulations must be observed. It is prohibited to transmit data or content to our servers that violate legal provisions, contain computer viruses or other harmful code, or infringe the intellectual property or other rights of third parties. Furthermore, neither software nor other techniques or methods may be used in connection with the use of the SaaS solution that could interfere with the operation, security, or availability of the service.
In case of an error report, all relevant documentation, logs, and other information necessary for error resolution must be provided immediately. Login information and passwords must be kept confidential and only shared with a limited number of authorized persons as strictly necessary.
Compensation
We are entitled to adjust the compensation during the term of the contract. Price increases must be announced in writing at least six weeks before they take effect. If the price increase amounts to more than 10% of the previous compensation, the customer has a special right of termination, which can be exercised in writing with a notice period of one month at the end of the calendar month after receiving the price increase notification.
Service Changes
We are entitled to further develop, modify, or supplement the SaaS solutions in whole or in part at any time. We will announce any significant contractual changes by email to the customer at the email address provided, at least six weeks before they take effect. The customer may object to the changes in writing or by email within one month after receiving the change notification. If no objection is made, the changes will become part of the contract. The change notification will indicate the consequences of an objection. In the event of a timely objection, we are entitled to terminate the contract with a notice period of one month at the end of the calendar month.
Rights in Case of Defects
If the agreed service level is not met for three (3) consecutive calendar months or for three (3) calendar months within a period of six (6) calendar months (availability during operating hours below 95%) and we are responsible for this, the customer is entitled to terminate the contract without notice and claim damages instead of performance.
In other cases of non-contractual performance, we are entitled and obliged to remedy the defect. If the remedy does not occur within a reasonable period, a reasonable additional period may be set with a threat of refusal. After the unsuccessful expiration of this period, legal remedies are available, with the cancellation of the contract (withdrawal or damages instead of performance) being available only if the defects are classified as errors in error classes 1 or 2.
The statute of limitations for rights in case of defects is twelve (12) months.
Liability
We are fully liable in case of intent and gross negligence, claims under the German Product Liability Act, and in case of injury to life, body, or health according to the legal provisions.
In other cases, our liability is limited per calendar year to the foreseeable damage at the time of contract conclusion, up to a total amount for all claims per calendar year, which corresponds to 50% of the remuneration paid by you in that calendar year. This limitation of liability also applies in the event of data loss and data deterioration.
We do not provide any warranty for technical defects, especially for the continuous and uninterrupted availability of the service or for the complete and error-free reproduction of content.
If third parties assert claims against us based on the allegation that the customer has violated their contractual or legal obligations, especially by uploading unlawful data into the service, the customer agrees to indemnify us from these claims, provide reasonable support in the legal defense, and bear the costs of the legal defense.
Confidentiality, Data Security, Data Protection
The data entered by the customer in the course of using the service belongs exclusively to the customer. When processing and providing third-party data, the customer is solely responsible for checking whether consent or authorization is required and, if so, ensuring that the appropriate consent or authorization is obtained.
We may only grant access rights to the provided data to our own employees to the extent necessary for their respective tasks. If an employee leaves the company or changes roles, such that the employee no longer requires access to the customer’s data, the employee's access rights must be immediately revoked.
We commit not to make any copies or other records of the personal data entrusted to us for processing or to tolerate such actions by third parties or disclose the data to third parties. Exceptions are copies or other records that are absolutely necessary for proper data processing. If the customer is obligated under applicable data protection laws to provide information regarding the collection, processing, or use of data of a person, we will assist in providing this information.
We only employ employees and subcontractors who are obligated to confidentiality regarding the data.
We ensure that all data is effectively secured against unauthorized access, modification, destruction, or loss, unauthorized transmission, other unauthorized processing, and any misuse, as far as technically and economically feasible. If data or the SaaS solution cannot be adequately protected or restored with appropriate technical and economic effort, we are entitled to delete data containing harmful content. We will notify the customer via email at the email address provided of our intention to do so.
Non-Disclosure Agreement
The contracting parties are obligated to treat all information and knowledge disclosed to them under this contract, and which they may acquire during the course of this cooperation about the other party's technical, commercial, or organizational matters, as confidential. They shall not use or disclose this information to third parties without the prior written consent of the disclosing party during the term of this agreement and after its termination. Disclosure to third parties who are legally obligated to confidentiality is not subject to consent. Disclosure to employees who need the information for their work in performing the contractually agreed services also does not require consent. However, the parties must ensure that such employees are bound by appropriate confidentiality obligations. The use of this information is strictly limited to the performance of this contract. Each party will promptly inform the other party if they become aware of any unauthorized disclosure or possible loss of confidential information.
This confidentiality obligation does not apply to information that the receiving party has lawfully received from third parties, was already publicly known at the time of the conclusion of this contract, or later becomes publicly known without violating this confidentiality obligation, was already in the possession of the receiving party, or was independently developed by the receiving party without reference to the disclosed information.
The confidentiality obligation does not apply where the parties are legally or by court or governmental order required to disclose the information. In such cases, the obligated party must notify the other party in advance to allow the other party the opportunity to defend against or limit the disclosure. The obligated party will do their best to ensure that any confidential information that must be disclosed is treated confidentially by the authorities ordering the disclosure.
The confidentiality obligations of this agreement remain in effect for two (2) years after the termination of this agreement. With regard to data subject to data or professional confidentiality, the confidentiality obligation is unlimited in time.
Contract Assignment
We are entitled to assign all or part of our rights and obligations under this contract to a third party with four (4) weeks' notice. In this case, the customer is entitled to terminate the contract within two weeks after notification of the contract assignment.
Termination
The right of both parties to terminate for good cause remains unaffected. We are particularly entitled to terminate this contract without notice if:
- the customer is in default of payment for a period of more than two months, amounting to at least the agreed remuneration for the use of the service for two months
- insolvency proceedings or any other court or out-of-court debt restructuring procedure has been initiated or will be initiated against the customer’s assets
- the user account has been transferred or the access data to the SaaS solution has been made accessible to third parties without our prior consent
- the customer has breached their obligations under this contract and despite setting a deadline with a threat of refusal, does not cease the breach or fail to demonstrate actions that would prevent future breaches of the contract.
III Special Terms and Conditions for Services
In addition to the General Terms and Conditions, the following special terms and conditions apply to services.
Services
Services include all additional services individually requested by the customer. Services can be provided on-site at the customer’s location or remotely.
The calculation of a service is based on the service rates of an issued order or order confirmation. Billing is done according to the actual effort expended. For commissioned data entry, only those features that are supported or can be represented by the system are considered part of the service.
The daily rate includes a service time of six (6) hours. Additional services are billed at an extended hourly rate for each started hour.
The calculation of remote services is based on each started hour, plus a basic flat fee for setup time. The setup time includes the technical preparation/post-processing, including:
- Setting up remote maintenance session
- Collecting access credentials
- Compiling documents/tools/downloads
- Scheduling appointments, coordinating requirements
Travel time refers to the time our employee needs to travel from their home office/workplace to the service location. Setup time is already included. Travel costs for all means of transport, as well as overnight costs, are billed according to the actual effort.
On weekends and public holidays, a surcharge of 50% on the applicable service prices applies.
Subcontractors
We are generally permitted to assign subcontractors to fulfill obligations under the contract. The customer can only object to the appointment of subcontractors for good cause. We are liable for subcontractors as we are for our own employees.
Cooperation Services
For events taking place in facilities provided by the customer, the customer is responsible for providing the necessary technical equipment as well as an appropriate environment. Upon request, the specific requirements will be communicated to the customer before the order is executed. If these are not met and services cannot be provided as agreed, the customer is responsible for this and the resulting expenses. We are not liable in this case.
The customer is obligated to cooperate in creating the service description and to provide us with all the information required for software adjustments. The choice of tool for remote access is at our discretion. The customer will grant all required approvals and, if necessary, obtain third-party authorizations immediately.
Service Interruptions
We and our subcontractors can cancel the execution of a service if it must be canceled due to illness of the planned employee or for technical reasons (e.g., failure of presentation hardware). In such cases, only already paid fees will be refunded. Further claims are excluded. We will make an effort to appoint another suitable employee to carry out the service or reschedule it to another date.
In the case of service failure due to force majeure or other unforeseeable events that are not caused by us, there is no entitlement to the refund of any fees already paid. We are also not obligated to compensate for travel and/or accommodation costs in these cases.
If the customer cancels the service, this can be done free of charge up to 14 calendar days before the scheduled start. If canceled within 7 calendar days before the scheduled start, a charge of 50% of the estimated costs according to the offer will apply. Regardless of the aforementioned deadlines, external costs due to cancellation or rebooking will be charged 100%. Short-term cancellations will be charged in full for the estimated costs according to the offer. However, the customer may provide evidence that the actual damage was less than the calculated amount.
Custom Programming
The scope of the service is based on the service description, which is attached to the offer. The service description is prepared in advance by us together with the customer. The customer must formally approve it. Any functionality beyond this in the software adjustment is not owed by us.
Changes requested by the customer regarding the functionality, software structure, screen design, or other features after the contract is concluded will only become part of the order if we expressly agree to them in writing.
We are entitled to use and exploit the software adjustment and any know-how developed in connection with its creation, without limitation, for other purposes, even for compensation.