Terms & Conditions

2.1  The customer and the provider each designate a responsible contact person. Communication between the customer and the provider, unless otherwise agreed, takes place through these contact persons. The contact persons must promptly make all decisions related to contract performance. The decisions must be documented in a binding manner.

2.2  The customer is obligated to support the provider as necessary and to create all conditions required for proper order execution within their sphere of operation. To achieve this, the customer will provide necessary information and, if possible, enable remote access to the customer's system. If remote access is not possible for security or other reasons, affected deadlines will be reasonably extended; the contracting parties will agree on an appropriate arrangement for other implications. The customer also ensures that qualified personnel is available to support the provider. If it is agreed that services are to be provided on-site at the customer's premises, the customer, at the provider's request, will provide sufficient workspaces and tools free of charge.

2.3  Unless otherwise agreed, the customer will be responsible for proper data backup and contingency planning for data and components (such as hardware, software) in a manner appropriate to their nature and significance.

2.4  The customer must promptly report defects in a comprehensible and detailed form, stating all information relevant to defect detection and analysis in writing. This includes, in particular, the work steps that led to the occurrence of the defect, the manifestation, and the effects of the defect. Unless otherwise agreed, the provider's respective forms and procedures will be used for this purpose.

2.5  Der Kunde wird den Anbieter bei Prüfung und Geltendmachung von Ansprüchen gegenüber anderen Beteiligten im Zusammenhang mit der Leistungserbringung angemessen auf Anforderung unterstützen. Dies gilt insbesondere für Rückgriffsansprüche des Anbieters gegen Vorlieferanten.

2.6  The contracting parties are obliged to maintain confidentiality about trade secrets and other information designated as confidential (e.g., in documents, data sets) that become known in connection with the contract implementation and not to use or disclose them beyond the contract purpose without the written consent of the other contracting party. The receiving party is obligated to take appropriate confidentiality measures for trade secrets and information designated as confidential. The contracting parties are not entitled to obtain trade secrets of the other contracting party by observing, examining, dismantling, or testing the contract object. The same applies to other information or items received during contract implementation. The disclosure of trade secrets and other information designated as confidential to persons not involved in the conclusion, execution, or settlement of the contract is only permitted with the written consent of the other contracting party. This does not apply if third parties are mandatory for contract implementation (e.g., manufacturer support) and this should be clear to the other contracting party under typical circumstances. Unless otherwise agreed, the obligation of confidentiality for other information designated as confidential ends five years after the respective information becomes known, but not before the end of continuous obligations. Trade secrets must be kept confidential indefinitely. The contracting parties will also impose these obligations on their employees and any third parties involved.

2.7  The contracting parties are aware that electronic and unencrypted communication (e.g., via email) is associated with security risks. Therefore, in such communication, they will not assert any claims arising from the lack of encryption unless encryption has been previously agreed upon.

3.1  If a cause that the provider is not responsible for, including strikes or lockouts, affects adherence to deadlines ("disturbance"), the deadlines are extended by the duration of the disturbance, if necessary, including a reasonable restart phase. A contracting party must promptly inform the other contracting party of the cause of a disturbance that has occurred in its area and the duration of the extension.

3.2  If the effort increases due to a disturbance, the provider can also demand compensation for the additional effort, unless the customer is not responsible for the disturbance, and its cause is outside its area of responsibility.

3.3  If the customer can withdraw from the contract and/or claim damages instead of performance due to non-conforming performance by the provider or asserts such claims, the customer will, at the request of the provider, declare within a reasonable period in writing whether it asserts these rights or still wishes the provision of services. In the case of withdrawal, the customer must reimburse the provider for the value of previously existing use possibilities; the same applies to impairments caused by intended use. If the provider is in default with the provision of services, the customer's damages and reimbursement claims for delay are limited to 0.5% of the price for the part of the contractual service that cannot be used due to the delay for each completed week of the delay. The liability for delay is limited to a total of no more than 5% of the remuneration for all contractual services affected by the delay; in the case of continuing obligations, this is based on the remuneration for the services affected for the entire calendar year. This does not apply if a delay is based on gross negligence or intent of the provider.

3.4  In the event of a delay in performance, the customer has a right of withdrawal within the framework of legal provisions, only if the delay is significant and attributable to the provider. If the customer legitimately claims damages or reimbursement for expenses instead of performance due to the delay, it is entitled to demand 1% of the price for the part of the contractual service that cannot be used due to the delay for each completed week of the delay, but in total not exceeding 10% of this price; in the case of continuing obligations, this is based on the remuneration for the services affected for the entire calendar year.

4.1  The provider guarantees the contractually agreed-upon quality of deliveries or services. There are no claims for material defects for a minor deviation from the contractually agreed-upon quality. Claims for defects also do not exist in the case of excessive or improper use, natural wear and tear, failure of components of the system environment. The same applies to non-reproducible or otherwise provable software errors by the customer. This also applies to damages due to special external influences not assumed under the contract. Claims for defects also do not exist for subsequent changes or repairs by the customer or third parties, unless they do not complicate the analysis and elimination of a material defect.

For claims for damages and reimbursement, clause 6 applies additionally.

4.2  The limitation period for material defect claims is one year from the start of the statutory limitation period, unless otherwise agreed individually. The statutory periods for recourse under § 478 BGB remain unaffected. The same applies if the law prescribes longer periods according to § 438 para. 1 No. 2 or § 634a para. 1 No. 2 BGB, in the case of intentional or grossly negligent breach of duty by the provider, in the case of deceitful concealment of a defect, as well as in cases of injury to life, body, or health, and for claims under the Product Liability Act. The processing of a customer's material defect notification by the provider only leads to a suspension of the limitation period if the legal requirements are met. This does not initiate a new limitation period. Remedial action (replacement or rectification) can only affect the limitation of the defect triggering the remedial action.

4.3  Recourse claims in contracts for digital products according to § 327u BGB are not affected by clauses 4.1 and 4.2.

If a customer's buyer asserts a claim that may lead to a recourse claim, the customer will immediately inform the provider about the asserted claim and provide the provider with information necessary and useful for assessing it. The customer will enable the provider to satisfy the claim asserted by the customer's buyer unless this is unreasonable for the customer. The customer and the provider will coordinate and collaborate with the aim of satisfying a legitimate claim by the customer's buyer as cost-effectively as possible.

4.4  The provider can demand compensation for expenses if:

5.1  The provider is only liable for infringements of third-party rights caused by its services to the extent that the service is in accordance with the contract and, in particular, is used unchanged in the contractually agreed-upon or otherwise intended environment of use. The provider is liable for infringements of third-party rights only within the European Union and the European Economic Area, as well as at the location of the contractual use of the service. Clause 4.1 sentence 1 applies accordingly.

5.2  If a third party asserts that a service of the provider infringes its rights, the customer will promptly notify the provider. The provider and, if applicable, its upstream suppliers are entitled but not obligated, as far as permissible, to defend the asserted claims at their own expense. The customer is not entitled to acknowledge third-party claims before providing the provider with a reasonable opportunity to defend the rights of third parties in another way.

5.3  If a service of the provider infringes third-party rights, the provider will, at its own discretion and at its own expense,

a) provide the customer with the right to use the service or

b) make the service free from legal defects or

c) take back the service, reimbursing the customer for the remuneration paid (minus a reasonable compensation for use), if the provider cannot remedy the situation in any other way with reasonable effort.

The interests of the customer are adequately taken into account.

5.4  Claims of the customer due to legal defects expire in accordance with clause 4.2. For damages and reimbursement claims of the customer, clause 6 applies additionally, and for additional expenses of the provider, clause 4.3 applies accordingly.

6.1  The provider is always liable to the customer:

a) for damages caused intentionally or through gross negligence by the provider, its legal representatives, or vicarious agents,

b) under the Product Liability Act, and

c) for damages resulting from the violation of life, body, or health, for which the provider, its legal representatives, or vicarious agents are responsible.

6.2  The provider is not liable for slight negligence unless it violates a material contractual obligation, the fulfillment of which enables the proper execution of the contract in the first place or the breach of which jeopardizes the achievement of the contract purpose and on whose compliance the customer can regularly rely. This liability is limited to the typically foreseeable damages for property and financial losses. This also applies to lost profits and unrealized savings. Liability for other indirect consequential damages is excluded. For an individual damage event, the liability is limited to the contract value, in the case of ongoing remuneration, to the amount of the remuneration per contract year, but not less than €50,000. The limitation period is in accordance with clause 4.2. The contracting parties can agree on extended liability, typically for separate remuneration, in writing upon contract conclusion. A separately agreed liability amount takes precedence. The liability according to clause 6.1 b) remains unaffected by this paragraph. Additionally and primarily, the provider's liability for slight negligence from the respective contract and its execution for damages and reimbursement, regardless of the legal basis, is generally limited to the agreed-upon remuneration at contract conclusion. The liability according to clause 6.1 b) remains unaffected by this paragraph.

6.3  The provider is only liable for damages arising from a guarantee declaration if this has been expressly assumed in the guarantee. In the case of slight negligence, this liability is subject to the restrictions of clause 6.2.

The customer will enter into data protection agreements with the provider as required by data protection laws.

For more information, refer to our privacy policies.