Terms and Conditions

2. Contract Conclusion and Offer Documents

1. Our offers are always non-binding and without obligation, unless explicitly stated otherwise.
2. A customer's order constitutes a binding contract offer, which we can accept within two weeks. Acceptance of an order occurs through our order confirmation, the mutual signing of a contract, or at the latest by delivery of our service.
3. If we provide catalogs, technical documentation, or other performance descriptions to the customer in connection with submitting an offer, we retain all property and copyrights to these materials. Prior written consent is required before sharing these with third parties. Technical changes and other modifications are reserved to the extent reasonable. The specific scope of services is determined by our offer, the customer's order, our order confirmation, or a mutually signed contract.
4. Contract conclusion is subject to correct and timely supply by our suppliers if we have concluded a matching supply agreement with our supplier and are not at fault for non-delivery. We will inform the customer promptly of any unavailability of services. Already received payments will be refunded immediately.

3. Prices and Payment Terms

1. Unless otherwise agreed, our prices are net plus applicable VAT and "ex works," unless explicitly stated otherwise.
2. Services not included in the agreed scope of work that are provided at the customer's request, or additional expenses resulting from incorrect customer information or non-timely or improper performance by third parties (to the extent they are not our performance agents), will be charged separately. We will provide cost details upon request at no charge.
3. Payment of invoices is due in full without deduction within 14 days of the invoice date. After expiration of this period, the customer enters into payment default without separate notice. During default or in case of a payment deferral, the customer must pay the applicable legal interest on the debt. We reserve the right to claim further default damages.
4. In case of payment default, we charge a flat fee for reminders of €5.00, which does not apply to the first reminder. If the customer is in payment default, outstanding deliveries and other contractual services may only be provided against advance payment.
5. Invoices are issued in electronic form and transmitted electronically.

4. Warranty and Liability

We assume no warranty beyond the legal provisions except where explicitly stated. Warranty claims are excluded for minor defects that do not significantly impair the value or usability of the service. Modifications and defects that result from external causes, improper handling, or normal wear are not covered by warranty.

Our liability for damages arising from any legal claim is limited as follows:

• We are liable without limitation for intent and gross negligence.
• For ordinary negligence, we are only liable for damages to life, body, or health, or for breach of an essential contractual obligation. In such cases, liability is limited to reasonably foreseeable, typically occurring damages.
• Indirect damages and consequential damages, in particular lost profits, are excluded unless such damages are typically expected to occur during proper use of the service, particularly if they result from defects.
• We are not liable for data loss beyond the amount that would have been required for proper and regular data backup by the customer.

These liability limitations also apply to breaches by persons whose actions we must account for under applicable law. They do not apply if we have fraudulently concealed a defect or assumed a guarantee for the condition of the service, for claims under the Product Liability Act, or for liability related to defects of the service.

5. Confidentiality and Non-Disclosure

Confidential information includes all information, documents, data, and knowledge — particularly technical and business information, specifications, source code, and trade secrets of both parties — that are provided in the course of the business relationship. This includes information about business partners.

The customer agrees to use all disclosed confidential information solely for the purpose of performing the contract. Confidential information may not be disclosed to third parties without our prior written consent, except as required by law or where the customer is obligated by court or administrative order. The customer must protect all confidential information with at least the same care applied to its own confidential information, at minimum with industry-standard care.

Confidentiality obligations do not apply to information that:

• was publicly known at the time of disclosure or subsequently became public without breach of this agreement,
• was already known to the customer at the time of disclosure,
• was lawfully received from a third party without confidentiality restrictions,
• was independently developed by the customer without reference to the confidential information.

Confidentiality obligations continue for three years after termination of the business relationship.

6. Data Protection

Both parties commit to compliance with applicable data protection laws. Where we process personal data of the customer, we will conclude the necessary data processing or joint controllership agreements as required.

7. Advertising & References

Within the scope of legal provisions (§ 7 UWG), we may use the contact information provided by the customer to send advertising via email, fax, or mail for similar goods or services already ordered by the customer, without explicit consent, provided the customer has not objected to receiving such information. The customer can object to this use at any time without incurring additional costs.

8. Applicable Law and Jurisdiction

1. These T&C and all business relationships between us and the customer are governed by the law of the Federal Republic of Germany, excluding the provisions of international private law and the UN Convention on Contracts for the International Sale of Goods (CISG).
2. For customers who are merchants, legal entities under public law, or public sector special assets, the exclusive place of jurisdiction for all disputes arising from or related to the contractual relationship is our place of business in Gütersloh. We may also pursue legal action at the customer's general place of jurisdiction.
3. The customer agrees to impose the obligations of these T&C and contract documents on any legal successors or universal successors.

9. Special Provisions for Software as a Service (SaaS)

For SaaS services (Software as a Service), including Platform as a Service (PaaS) and Infrastructure as a Service (IaaS), the customer receives a simple, non-exclusive, non-sublicensable, non-transferable right, limited in time to the contractual duration and in territorial scope to the EU member states, to use the software or platform for internal business purposes. Depending on the agreement, services may be provided via multi-tenant servers, dedicated services, or dedicated servers with additional physical security measures.

Unless otherwise agreed, the customer acquires no ownership rights to the data center infrastructure or software. All exclusive and further rights remain with us or third-party providers unless explicitly granted to the customer.

Our SaaS services are provided over the internet via remote access. The customer is solely responsible for establishing, maintaining, and the bandwidth of their internet connection, as well as configuring their IT environment to access our services. We are not responsible for the customer's internet access or IT infrastructure.

10. Support Services

Our support consists of First and Second Level support via helpdesk during business hours. Support is included in the agreed support fee if provided remotely. The customer is responsible for providing the necessary technical prerequisites, including internet access and remote access capabilities.

Our support specifically excludes:

• restarting software or systems not contractually covered,
• issues caused by the customer's hardware, equipment, software, or IT environment,
• issues caused by customer modifications or interruptions of our services,
• issues caused by cyberattacks, viruses, or malware,
• issues caused by third parties or external circumstances beyond our control,
• planning and execution of backups and replications, unless explicitly agreed.

Support is available 08:00–17:00 CET, Monday to Friday, excluding statutory holidays in North Rhine-Westphalia. For on-site support, we reserve the right to charge daily rates, travel costs, and accommodation costs in addition to regular charges.

The customer must report any issues or defects immediately via phone or email and provide sufficient information to enable us to reproduce the issue. The customer must follow our instructions and provide access to the necessary systems upon request.