Terms of Use
1. Remuneration, Payment, Performance Protection, Deadlines
1.1 General Remuneration
Unless otherwise agreed, remuneration is based on expenditure according to the provider's prevailing prices at the contract's conclusion. Prices are net and subject to statutory sales tax. Monthly billing is permitted. For expense-based services, the provider documents activity type and duration, submitting this with the invoice.
1.2 Payment Deadlines
Invoices must be paid in full within 14 calendar days after receipt.
1.3 Offsetting and Withholding Payments
The customer may offset or withhold payments only in cases of material or legal deficiencies, proportionate to the defect. Claims for defects must not be time-barred.
1.4 Ownership Rights
The provider retains ownership of services until full payment. Use of services during payment delays may be restricted for up to six months without constituting contract withdrawal.
1.5 Transfer of Use
In cases of permitted rights transfers, the customer must impose contractual restrictions on the recipient.
1.6 Payment Default
Failure to settle claims allows the provider to revoke payment terms and request advance payment or security for further services.
1.7 Insolvency
In the event of insolvency, the provider may terminate exchange or continuing debt contracts without notice.
1.8 Fixed Performance Dates
Fixed dates must be agreed in documented form and depend on timely delivery from upstream suppliers.
2. Cooperation, Duties to Cooperate, Confidentiality
2.1 Contact Persons
Both parties appoint a responsible contact person to facilitate communication and document decisions.
2.2 Customer Support
The customer ensures conditions for order execution, provides necessary information, remote access (if applicable), and expert personnel.
2.3 Data Backup
The customer is responsible for appropriate data backup and failure prevention.
2.4 Reporting Deficiencies
Deficiencies must be reported immediately in a detailed, comprehensible format using the provider's forms if applicable.
2.5 Support in Claims
The customer assists in examining and asserting claims against third parties related to services.
2.6 Confidentiality
Trade secrets and confidential information must not be disclosed or used beyond contract purposes. Obligations remain indefinitely for trade secrets.
2.7 Electronic Communication
Both parties acknowledge security risks in unencrypted electronic communication and waive related claims unless encryption was agreed upon.
3. Disruptions in Service
3.1 Delays
Delays caused by factors outside the provider's control extend deadlines accordingly.
3.2 Additional Expenses
The provider may charge for additional expenses caused by disruptions.
3.3 Improper Performance
Customers must declare intentions to withdraw or claim compensation in writing within a reasonable timeframe.
3.4 Withdrawal Rights
Customers can withdraw only for delays caused by the provider.
4. Defects and Reimbursement of Expenses
4.1 Warranty
Claims are limited to significant deviations from agreed quality and do not apply to misuse or external influences.
4.2 Limitation Period
Claims for material defects expire after one year unless otherwise legally mandated.
4.3 Compensation for Non-Defects
The provider may charge for false defect reports or if issues arise from customer non-compliance.
5. Legal Deficiencies
5.1 Third-Party Rights
The provider is liable only for third-party rights violations within the EU.
5.2 Customer Notification
Customers must notify the provider immediately about third-party claims.
5.3 Remedies
The provider may resolve violations by adjusting services or withdrawing them with reimbursement.
6. General Liability
6.1 Liability for Damages
The provider is liable for damages caused intentionally, by gross negligence, or under the Product Liability Act.
6.2 Limited Liability
Liability for slight negligence is limited to foreseeable damages and capped at contract value.
6.3 Warranty Limitations
Liability under warranties is limited to agreed terms.
6.4 Data Restoration
Liability for data restoration applies only if proper backup measures were in place.
7. Data Protection
The provider acts as a data processor and complies with the customer's instructions under data protection law.
8. Miscellaneous
8.1 Import and Export Regulations
The customer is responsible for compliance with applicable regulations.
8.2 Governing Law
German law applies; UN sales law is excluded.
8.3 General Terms
Provider terms apply exclusively unless explicitly agreed otherwise.
8.4 Amendments
Amendments must be in written form.
8.5 Jurisdiction
The provider's registered office is the place of jurisdiction.