Terms and Conditions
(Version: April 27th 2023)
You can find the previous version of the Terms and Conditions on our Previous Versions of Legal Notice help page.
1. Orders, Deliveries, Services
All of our deliveries and services are provided exclusively on the basis of the following General Terms and Conditions. The Customer's general terms and conditions shall not apply. All offers made by SHE are non-binding, also with regard to prices. Likewise, all information provided by SHE regarding the expected time and costs required for a performance ordered are non-binding estimates. The order by the Customer shall be considered as a binding contractual offer. The contract shall be concluded by written declaration or execution by SHE. If the Customer requests additional services which have not been expressly agreed upon in the contract, this shall be considered as a new order. Delivery dates shall only be binding for SHE if they have been agreed in writing. Failure to comply with them shall entitle the Customer to withdraw from the contract without setting a deadline only if compliance with the delivery date is expressly linked to the Customer's interest in performance. Any cancellation and/or modification of an order shall require the written consent of SHE. In case of cancellation and/or modification of an already binding order, SHE reserves the right to charge a reasonable handling fee. Shipment of the goods shall be ex warehouse SHE. For all deliveries, the price risk, the risk of accidental loss or damage shall pass to the Customer as soon as the goods have been handed over to the carrier, even if freight paid delivery has been agreed. If the shipment is delayed due to circumstances for which the Customer is responsible, this risk shall also pass to the Customer upon notification of readiness for shipment to the Customer. SHE shall be entitled to make partial deliveries at its discretion. Both parties shall be released from their respective performance obligations for as long as and to the extent that they are unable to fulfill them due to force majeure.
All prices are net prices in EURO. Service contract fees shall apply in EURO per month. Unless otherwise contractually agreed, the general price list of SHE valid at the time of conclusion of the contract shall apply. SHE reserves the right to change the respective price list with effect for the future and/or to replace it by a new one. SHE also reserves the right to modify individual contents of performances offered in the price list, to replace them with new ones or to discontinue offering them. SHE shall also be entitled to adjust the contractually agreed prices for recurring performances with a notice period of three months to the end of the respective contract year. In case of an amendment of the price list and/or adjustment of the contractually agreed price by SHE, the Customer shall be entitled to terminate the respective contract with a notice period of two months in writing to the end of the contract year.
3. Invoicing and Terms of Payment
In the case of one-off performances, irrespective of their nature, an invoice shall be issued by SHE after performance has been rendered in full. Payment shall be due 14 calendar days after receipt of the invoice by the Customer. Other services shall be invoiced quarterly on the first day of each quarter and shall be due in advance. If the service does not start on the first day of a quarter, 1/30 of the monthly price will be charged pro rata for each day. If the Customer makes use of services that are not included in the service description or in the contract, these are to be paid for additionally. The respective valid price list of SHE shall apply. If the Customer is more than 14 days in arrears with payments due, SHE may demand collateral and/or advance payment for all services still to be performed. SHE shall be entitled to charge default interest in the amount of 9 percentage points above the respective base interest rate of the Deutsche Bundesbank. The Customer may offset claims of SHE only with undisputed or legally established claims and may exercise a right of retention only with such claims.
4. Retention of Title
SHE retains ownership of the goods delivered by it until the claim resulting from the respective delivery has been fully paid. If the Customer fails to meet his payment obligations, SHE shall be entitled to rescind the contract and to demand return of the delivered goods. The Customer shall reimburse any additional costs. In addition, the Customer shall compensate SHE for any benefits drawn or culpably not drawn as well as for any reduction in value. A right of retention can be asserted against the claim for return only if it is based on the same contractual relationship.
5. Provision of Services by Third Parties
SHE shall be entitled to provide individual services also through third parties authorized by it. SHE shall be liable for any fault of third parties as for its own fault.
Unless otherwise contractually agreed, the Customer shall receive a non-exclusive right of use to the software delivered only after full payment of the price invoiced by SHE. The copyright shall remain with SHE. The transfer of source codes shall not be owed by SHE, unless expressly agreed otherwise in the contract.
7. Duties of the Customer
The Customer is solely responsible for backing up his data. SHE IT shall not be liable for any accidental loss of data as a result of its services. The Customer may only use services provided by SHE for his own purposes within the scope of the right of use granted to him. The Customer shall not be entitled to make services provided to him available to third parties, including group companies. The Customer shall ensure that the services provided by SHE are only used by him to the legally permissible extent and that any necessary official permits are obtained and any official requirements are fulfilled. The Customer shall indemnify SHE against all claims which may result from a breach of these obligations. The Customer shall be responsible for ensuring that the recognized principles of data backup are observed. The Customer shall immediately notify SHE of any disruptions occurring in connection with services provided by SHE. In particular, the Customer shall inform SHE in detail about the circumstances of the occurrence of the disturbances, their manifestation and their effects. Insofar as SHE is obligated to eliminate the disturbance, the Customer shall be obligated to reasonably assist SHE in analyzing the disturbance. If it turns out that the malfunction is not due to an event for which SHE is responsible, the Customer shall be obligated to reimburse SHE for the expenses incurred by SHE to eliminate the malfunction in accordance with the price list valid at the time.
With the exception of pure services contracts (dienstvertragliche Leistungen), SHE warrants that any contractual performance has the agreed quality at the time of transfer of risk. SHE shall provide any further warranty only on the basis of an express written agreement. Insofar as the performance includes the transfer of rights or the delivery of goods, SHE shall be entitled, while excluding other rights of the Customer, to remedy existing defects at its own discretion by repair or replacement. Multiple attempts at subsequent performance shall be permissible. If repair or replacement are unjustifiably omitted or fail more than twice, the Customer may, at his discretion, reduce the price or rescind the contract. The Customer shall notify SHE of obvious defects within 14 days after receipt of the goods. After expiry of this period, SHE shall be entitled to refuse subsequent performance without further compensation. The other obligations of the Customer to give notice of defects according to § 377 HGB (German Commercial Code) shall remain unaffected.
Insofar as they are at fault, both parties are liable for damage due to the breach of contractual obligations. The amount of liability is limited to the damage typically foreseeable for the damaging party at the time of the breach of duty, however not exceeding an amount of € 10,000 per damaging event. Liability for loss of profit and for cyber damage caused by third parties is excluded, as is liability to the extent that the Customer himself is responsible for the damage. Non-contractual liability remains unaffected.
10. Data Protection
SHE complies with all legal regulations on data protection when processing the Customer's personal information. This also includes state-of-the-art technical security measures (Art. 32 GDPR) and the obligation of employees to maintain data secrecy (Art. 28 para. 3 lit. b GDPR).
All claims of the Customer shall become statute-barred 12 months after the passing of risk. In cases of gross negligence or intentional conduct as well as regarding claims under the Product Liability Act or due to injury to life, limb or health, the statutory limitation periods shall apply.
Unless stipulated otherwise, declarations between the parties must be made in writing, whereby e-mail shall suffice. German law shall apply, excluding the UN Convention on Contracts for the International Sale of Goods. Place of performance and jurisdiction is Ludwigshafen. Should one of the above provisions be or become invalid or should a necessary provision not be included, this shall not affect the validity of the remaining provisions. Instead the parties shall endeavor to find a mutually agreeable provision.