General Terms and Conditions (GTC)
Last updated: 2022/03/16
1. Scope
1.1. These General Terms and Conditions (GTC) apply to all contracts, deliveries, and other services between Techspace Software GmbH (hereinafter referred to as “Provider”) and its customers (hereinafter referred to as “Customer”) in Germany.
1.2. The Provider does not recognize any terms and conditions of the Customer that deviate from these GTC unless the Provider has expressly agreed to their validity in writing.
2. Conclusion of Contract
2.1. A contract between the Provider and the Customer must be concluded in writing or can be processed through the Customer’s procurement solution, provided that this solution meets the requirements for a legally binding contract.
2.2. Oral side agreements are only valid if confirmed in writing.
2.3. The Provider offers both individual contracts for specific projects and framework agreements for long-term cooperation. The specific scope of services and contract duration are individually agreed upon in the contract.
3. Description of Services
3.1. The Provider provides IT services, including the development of customized software solutions, IT consulting, maintenance, and support, as well as training on the use of the software.
3.2. The specific requirements and scope of services are defined in the respective contract. Adjustments or extensions to the services require the written consent of both parties.
4. Use of Subcontractors
4.1. The Provider reserves the right to use subcontractors to fulfill the contract. The use of subcontractors will be communicated to the Customer in advance.
4.2. The use of subcontractors is an exception, as the Provider primarily aims to complete projects with its own team.
5. Prices and Payment Terms
5.1. The remuneration for the Provider’s services is based on the contractually agreed price. Billing can be on an hourly basis, as a flat fee, project-based, or according to a pre-negotiated price list with a time commitment.
5.2. In the case of agile software development, billing can be based on story points or an agreed maximum price.
5.3. Invoices are due for payment without deduction within 30 days of the invoice date, unless otherwise agreed.
5.4. In the event of payment default by the Customer, the Provider is entitled to charge default interest of 5% above the base rate. The Provider reserves the right to claim further damages.
6. Changes to the GTC
6.1. The Provider reserves the right to amend these GTC. Changes will be communicated to the Customer in writing and will be deemed accepted unless the Customer objects in writing within 30 days of receipt.
7. Acceptance of Software
7.1. The acceptance of the developed software must be carried out in writing and can be documented and recorded in a common project management tool, such as JIRA, provided this is contractually agreed.
7.2. If significant defects are identified during acceptance, the Provider is obligated to remedy these defects within a reasonable period and enable a new acceptance.
8. Warranty and Liability
8.1. The Provider warrants that the developed software meets the contractually agreed requirements. The warranty period is six months from the acceptance of the software.
8.2. The Provider is liable for the loss of data only if the loss is caused by gross negligence or intent.
8.3. The Provider’s liability is limited to intent and gross negligence. For slight negligence, the Provider is only liable for the breach of essential contractual obligations. The liability amount is limited to 3 million euros per damage event. Liability for indirect damages, in particular lost profits, is excluded.
9. Customer’s Duty to Cooperate
9.1. The Customer is obliged to provide the Provider with all information and documents required to fulfill the contract in a timely manner and to grant necessary access.
9.2. Delays resulting from non-fulfillment of these obligations will extend the contractually agreed deadlines accordingly and may lead to additional costs.
10. Support and Escalation Process
10.1. In the event of technical problems, the Provider is committed to supporting the Customer through a defined support process. This process includes specific response times, escalation levels, and communication channels as set out in the contract.
11. License Terms for Third-Party Software
11.1. If the Provider integrates or uses third-party software in the services, the respective license terms of these third-party providers apply.
11.2. The Customer agrees to comply with the respective license terms and indemnifies the Provider against claims by third parties resulting from a violation of these license terms by the Customer.
12. Confidentiality and Data Protection
12.1. The Provider commits to treating all information obtained from the Customer during the cooperation confidentially and not disclosing it to third parties.
12.2. The Provider processes personal data exclusively in data centers in Germany when the services are hosted by the Provider itself.
12.3. If personal data is transferred to external service providers, this is only done after corresponding data processing agreements (DPAs) have been concluded with these service providers.
12.4. The Provider undertakes to comply with data protection regulations, especially the GDPR. Personal data will only be processed to the extent necessary to fulfill the contract.
13. Compensation and Indemnification
13.1. The Customer indemnifies the Provider against all third-party claims resulting from the contractual use of the software provided by the Provider, provided that these are not due to the Provider’s fault.
13.2. The Provider is not liable for damages resulting from improper use of the software or changes made to the software by the Customer.
14. Force Majeure
14.1. The Provider is not liable for the non-fulfillment or delay in fulfilling its obligations under this contract if and to the extent that such non-fulfillment or delay is due to events of force majeure.
14.2. Events of force majeure include, but are not limited to, natural disasters, strikes, war, terrorist attacks, government orders, or other unforeseeable circumstances beyond the Provider’s control.
15. Right to Use References and Testimonials
15.1. The Customer grants the Provider the right to use the Customer’s name and a general description of the project for reference purposes on the Provider’s website and in marketing materials.
15.2. The Provider may mention the Customer in public case studies, success stories, and other PR activities, unless the Customer expressly objects in writing.
16. Termination
16.1. Both parties have the right to terminate the contract for good cause with a notice period of 30 days.
16.2. Good cause exists, in particular, if a party breaches essential contractual obligations and fails to remedy the breach within a reasonable period despite a written warning.
17. Final Provisions
17.1. German law applies. The place of jurisdiction for all disputes arising from or in connection with this contract is the Provider’s registered office.
17.2. Should any provisions of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected. In place of the invalid provision, a provision that comes closest to the economic purpose of the invalid provision shall apply.