1. Contracts, deliveries, services
All of our deliveries and services are made exclusively on the grounds of the following Terms and Conditions. Terms and Conditions of the Customer are not accepted and are not part of the agreement.
All SHE offers are non-binding and without any commitment with respect to the price. The exact range of services is agreed upon by the parties in the contract.
Should the client request additional services, which are not specifically agreed upon in the contract, these are considered as new contracts. The contract is materialised by written consent or execution through SHE.
Delivery deadlines are binding for SHE, only if they have been agreed upon in the contract. They entitle the customer to withdraw from the contract without setting a deadline, only if the compliance with the delivery deadline is explicitly linked to the service interest of the customer in the contract. Otherwise the deadline setting is not binding.
Any cancellation and/or modification of the contract requires the written consent of SHE. In the case of the cancellation and/or modification of an awarded binding contract SHE reserves the right to calculate an appropriate processing fee.
Shipment of goods is done ex warehouse. For all deliveries the price risk, the risk of accidental loss or damage is transferred to the purchaser, as soon as the goods have been handed out to the carrier, even if freight-paid delivery was agreed upon. If the delivery is delayed out of reasons, for which the purchaser is responsible, this risk is also transferred to him, already with the cargo-ready notification to the purchaser. SHE is entitled to partial deliveries according to at its own discretion.
All prices are net prices and in EURO. Service fees are valid in EURO per month.
If nothing else is agreed upon within the contract, the generally valid price list of SHE at the time of concluding the contract are valid. SHE reserves the right to modify the price list with future effects and/or to replace it with another one. SHE also reserves the right to modify single service contents offered in the pricelist, to replace them with new ones or to seize offering them.
SHE is also entitled to adapt the prices agreed upon within the contract for recurrent services, complying with a three months‘ term.
In the case of the modification of the price list and/or the adaptation of the price agreed upon within the contract by SHE the customer is entitled to terminate the respective contract at the end of the year of the contract at two months’ notice.
3. Invoicing and terms of payment
In the case of one-time services, irrespective of their kind, SHE issues an invoice upon complete service providing. Payment is due upon invoicing. Other services are calculated quarterly, on the first of each quarter and are due in advance. Should a service not start on the first of a quarter, for every day 1/30 of the monthly price is calculated proportionally.
Should the customer make use of services, which are not comprised in the service description or in the contract, these need be remunerated separately. The current price list of SHE is valid in this case.
Should the customer fall behind with the due payments for longer than 14 days, SHE is entitled to ask for security deposits and/or advance payments for all services, which still need to be provided.
SHE is entitled to calculate default interest amounting to 8 percentage points above the base interest rate of the German Bundesbank.
The customer is entitled to set off claims of SHE only against undisputed or legally valid claims, and exercise the right of retention against such invoices.
4. Reservation of title
SHE reserves the title of ownership for delivered goods up to the complete payment of the claims resulting from the respective delivery. Should the delivery be software or something else in the sense of the copyright, the reservation refers to the copyrighted rights as well.
Should the customer not fulfil their payment obligations, SHE is entitled to withdraw from the contract and to demand the return of the delivered goods. The customer is obliged to reimburse eventual additional costs.
The customer is also obliged to compensate for the use or the loss of use, as well as depreciations.
A right of retention can only be exercised against the right to recover possession, if they are based on the same contractual relationship.
5. Providing of services through third parties
SHE is entitled to provide single services also through authorized third parties. In this case SHE is liable for the qualification and service providing of the third party.
The customer receives after complete payment of the invoices issued by SHE a nonexclusive right to use for the delivered software, if nothing else is specified in the contract. The copyright remains with SHE.
SHE does not owe the delivery of source codes, if not specified in the contract explicitly otherwise.
7. Obligations of the customer
The customer is allowed to use the services provided by SHE for the own purposes and in the context of the granted license. The customer is not entitled to make available for usage to third parties the services delivered to them - group companies are also counted.
The customer is obliged to ensure, that the services provided by SHE are only used to the legally permitted extent and that eventually necessary official permits are obtained and that official requirements are met. The customer will exempt SHE from all claims, whitch might result from not complying with these obligations.
The customer is responsible for complying with the recognized rules of data security.
The customer will immediately inform SHE about errors which occur in connection with the services provided by SHE. The customer will inform SHE especially about the detailed circumstances of the errors, their manifestation and their effects. If SHE is obliged to eliminate the errors, the customer is obliged to reasonably support SHE in the analysis of the error. Should it turn out that the error is based on a circumstance, which is not attributable to SHE, the customer is obliged to remunerate the expenses SHE had to eliminate the error, according to the valid prices list.
Warranty is excluded if SHE provides elements from the service contract. The right to exceptional termination out of a significant reason remains unaffected.
Should the contractual service comprise of the assignment of rights or the delivery of goods, SHE is entitled under exclusion of other rights of the customer to remedy existing deficiencies at their own option through improvement or replacement delivery. Repeated improvement or subsequent deliveries are permitted. Should the improvement or replacement delivery not take place or go wrong more than two times, the customer may reduce the price or withdraw from the contract, at their option.
The customer is obliged to indicate obvious deficiencies within 14 days from receiving the goods. After this period expires SHE is entitled to refuse the supplementary performance without substitution. Other obligations to give notification of defects of the customer according to § 377 HGB remain unaffected.
Warranty because of taking over a guarantee remain unaffected. Taking over a guarantee needs be done in writing in order to produce effects.
9. Exclusion of liability
Claims for compensations of the customer, irrespective of the legal ground, as well as compensations for futile expenses are excluded. This exclusion of liability is not valid for care less or intentional violation of life, body or health or in the case of grossly negligent or intentional damage of other legal assets. The claim for compensation for breaching significant contractual obligations is limited to foreseeable damage typical of the contract, excluding lost profit, indirect damages or consequential damages, insofar as it is not the case of intent or gross negligence or it is not warranted for the violation of life, body or health. A modification of the onus to the detriment of the customer is not linked to the above mentioned regulations.
All claims of the customer are prescribed in 12 months. In the case of gross negligent or intentional behaviour, as well as in the case of claims according to the product liability law or because of violations of life, body or health the legal deadlines are valid.
Insofar that nothing else comes up, the headquarters of SHE is place of fulfilment.
The SHE headquarters is sole place of jurisdiction for all disputes arising directly or indirectly; SHE is nonetheless entitled to sue the customer at their headquarters or branch office as well.
The German law is applicable, under the exclusion of UN Sales Law, as well as the international civil law.