General Terms and Conditions for the nebty Software
1. Scope
These General Terms and Conditions (GTC) apply to all our business relationships with our customers (“Customers”) who use our nebty report as a Software as a Service (SaaS) service. The GTC apply exclusively if the customer is an entrepreneur (Section 14 BGB), a legal entity under public law, or a special fund under public law within the meaning of Section 310 Paragraph 1 BGB.
Our GTC apply exclusively. Deviating, conflicting, or supplementary GTC of the customer only become part of the contract if we have expressly agreed to their validity. This requirement of consent also applies if the customer refers to his GTC in the course of the order, and we have not expressly objected to the GTC.
These GTC apply to contracts for the provision and use of our SaaS services. In individual cases, individually agreed contracts with the customer (including side agreements, supplements, and changes) and the information in our order confirmation take precedence over these GTC. The content of such agreements is determined by a written contract or our written confirmation, subject to proof to the contrary.
Legally relevant declarations and notifications by the customer regarding the contract (e.g., notifications of defects, setting deadlines, withdrawal, or reduction) must be made in writing, i.e., in written and text form (e.g., letter, email, fax). Further statutory formal requirements and additional proof (if there are doubts about the legitimacy of the declaring party) remain unaffected.
2. Offer and Conclusion of Contract
Our offers are subject to change and non-binding. This also applies if we have provided the customer with catalogs, technical documentation, product descriptions, or documents (even in electronic form). We reserve ownership and copyright rights to all documents provided to the customer in connection with the order placement. These documents may not be made available to third parties unless we give the customer our express written consent to do so.
When the customer orders the SaaS service, it constitutes a non-binding contractual offer pursuant to Section 145 BGB. We are entitled to accept this contractual offer within two weeks after it is received by us.
The acceptance of the customer’s contractual offer can be declared either in writing (e.g., through an order confirmation) or by providing the service to the customer. If we, as the provider, do not accept the customer’s offer within the period, the documents sent to the customer must be returned to us immediately.
3. Prices and Payment Terms
Unless otherwise agreed in writing in individual cases, our current prices at the time of the conclusion of the contract plus statutory VAT apply. The costs for additional services will be invoiced separately. If no fixed price agreement has been made, reasonable price changes due to changes in labor, material, and distribution costs for services provided 3 months or more after the conclusion of the contract remain reserved.
Payment must be made exclusively to the account specified at the conclusion of the contract. A cash discount is only permitted if there is a written special agreement.
Unless otherwise agreed, the price is due and payable within fourteen days of invoicing and provision of the service. However, we are entitled to provide the service only against advance payment, even within an ongoing business relationship. We declare such a reservation no later than at the time of the order confirmation. Advance payment can also be made by credit card or another payment method, if defined in the offer.
The customer will be in default when the above payment deadline expires. During the period of default, the price is subject to interest at the applicable statutory default interest rate pursuant to Section 288 Paragraph 2 BGB. We reserve the right to claim further damages due to the delay. For merchants, our claim to the commercial due date interest pursuant to Section 353 HGB remains unaffected.
If, after the conclusion of the contract, it becomes apparent that our claim to payment is endangered due to the customer’s lack of performance (e.g., by filing for insolvency proceedings), we are entitled to refuse performance and, if necessary, after setting a deadline, to withdraw from the contract in accordance with the statutory provisions (Section 321 BGB). The statutory provisions on the dispensability of setting a deadline remain unaffected.
4. Contract Duration and Termination
The contract begins and ends at the individually agreed time. The contract can be terminated monthly unless otherwise agreed in writing.
5. Usage Rights and Retention of Title
We grant the customer a simple, non-transferable, and non-sublicensable right to use the SaaS services for the duration of the contract. All rights to the software and other services, including all copies, remain with us or our licensors.
The customer may only use the SaaS services within the contractually agreed usage. Any further use, particularly reproduction, distribution, or public disclosure, is prohibited unless it is legally permitted or has been expressly authorized by us in writing.
6. Performance Disruptions and Defect Liability
The customer’s rights regarding defects in material and title are governed by statutory provisions, unless otherwise specified below. The customer’s claims for defects exist only if the customer has fulfilled his statutory duties of inspection and notification of defects. A written notice to us must be given immediately if a defect is detected during the use of the SaaS services.
If the provided SaaS services are defective, we have the right to choose whether to provide supplementary performance by remedying the defect (rectification) or by providing a new service (replacement). If the type of supplementary performance chosen by us is unreasonable for the customer in the individual case, he may refuse it. However, we reserve the right to refuse supplementary performance under the statutory conditions.
The limitation period for defect claims is one year from the provision of the SaaS services.
7. Liability
We are liable for breaches of contractual and non-contractual obligations in accordance with statutory provisions. In the context of fault-based liability, we are only liable for intent and gross negligence. In the event of simple negligence, we are only liable for damages resulting from injury to life, body, or health and for damages resulting from the breach of a material contractual obligation. In such cases, our liability is limited to compensation for foreseeable, typically occurring damage.
The limitations of liability do not apply in cases of fraudulent concealment of defects, assumption of a guarantee, or claims under the Product Liability Act.
8. Final Provisions
These GTC and the contractual relationship between us and the customer are governed by the laws of the Federal Republic of Germany, excluding international uniform law, particularly the UN Sales Convention.
If the customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law, our registered office is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The same applies if the customer is an entrepreneur within the meaning of Section 14 BGB.