General Terms and Conditions
§ 1 General
For all business relationships between customers or companies (hereinafter "Customer") and Seelhof Systemberatung GmbH, Döringweg 1, 35745 Herborn (hereinafter "Seelhof"), the following General Terms and Conditions (hereinafter "GTC") apply exclusively. Unless otherwise regulated in these GTC, the customer's GTC do not apply, but rather the statutory regulations. Other agreements or ancillary agreements are only effective if confirmed in writing by Seelhof. Provisions of an individually agreed contract between the Customer and Seelhof take precedence over these GTC. However, these GTC apply in addition.
§ 2 Subject Matter of the GTC
The subject of these GTC is the sale of services, software, or hardware by Seelhof. "Software" refers to computer programs created by Seelhof or on behalf of Seelhof by freelance employees, self-employed persons, or commissioned companies ("Proprietary Software") or those originating from third-party manufacturers ("Third-Party Software").
§ 3 Offers
All offers from Seelhof are subject to change and errors. If the order by the Customer qualifies as an offer within the meaning of § 145 BGB, Seelhof reserves a period of 4 weeks for acceptance. The contract is only concluded with Seelhof's written order confirmation or the signing of an order, but no later than with the acceptance of the delivery or installation by the Customer. Orders without a prior offer only become binding for Seelhof if Seelhof confirms the order. The same applies if the Customer modifies an offer submitted by Seelhof.
§ 4 Conclusion of Contract and Contract Amendments
The contract is concluded in writing. Oral agreements must generally be confirmed in text form (e.g., in the appendix to the project contract, meeting minutes, DevOps project management tool, or change requests). This applies in particular to changes to the subject matter of the contract. Services that are expected to require up to 2 hours of effort ("minor activities") can also be agreed orally. The meeting minutes transmitted by Seelhof or written agreements formulated in WorkItems are binding if the Customer does not object within three working days of receipt. Seelhof will point this out separately when sending the meeting minutes.
§ 5 Scope of Services and Type and Place of Performance
The right to use software includes the claim to delivery of the software and associated documentation. If implementation support or training is desired by the Customer, these must be agreed upon separately. Other services, in particular consulting services, are agreed separately. The Customer is obliged to comply with any licensing and copyright conditions of the manufacturers and suppliers. In the case of software delivery, the costs for support (support) and other services by Seelhof as well as future software additions, extensions, and additional software functions that are developed by the manufacturer during the period of use and are not part of the specification at the time of delivery are not part of the license fee and must therefore be remunerated separately. Seelhof is entitled to provide the owed services itself or to have them provided by third parties.
§ 6 Delivery, Delivery Dates and Deadlines
The shipment of products is at the risk and expense of the Customer. This also applies to returns. If delivery is delayed at the instigation of the Customer, the goods will be stored at Seelhof at the risk and expense of the Customer. Delivery dates are generally non-binding unless they are expressly agreed as binding in individual cases.
§ 7 Prices and Price Adjustment
All Seelhof prices are ex warehouse Herborn plus the statutory value-added tax. In the event that the duration of a project is delayed due to the fault of the Customer, Seelhof reserves the right to increase agreed prices to the extent that salaries, purchase prices, or similar procurement costs have increased during the delay that has occurred.
§ 8 Payment Terms and Default
The Customer pays the agreed user fee for the right to use the software granted in these GTC. For software deliveries, the purchase price is due as soon as the software and the associated license keys have been delivered to the Customer. This user fee includes all fees incurred with regard to the granting of use. Payments are due upon delivery, no later than the invoice date.
§ 9 Prohibition of Set-off
The Customer is not entitled to offset against Seelhof's payment claims unless his counter-claim is undisputed or legally established.
§ 10 Remuneration
Remuneration is based on the respective special conditions and the respective orders or contracts. The necessity of travel is agreed upon jointly by the parties. Expenses, accommodation costs, and travel costs must be reimbursed by the Customer on a time and material basis.
§ 11 Subcontractors, Employees
Seelhof may provide the contractual services through its own employees, other vicarious agents, or subcontractors. Seelhof nevertheless remains responsible to the Customer for the proper provision of the contractual services.
§ 12 Acceptance for Contracts for Work and Services
If it is a contract for work and services, the Customer is obliged to declare acceptance in writing within 10 days of completion of the work. Individual partial services can be checked and accepted separately. Only significant defects entitle the Customer to refuse acceptance.
§ 13 Customer's Duties to Cooperate
The Customer will support Seelhof in the performance of services. These duties to cooperate belong to the Customer's contractual obligations essential for the purpose of the contract.
§ 14 Data Backup
Unless otherwise agreed, the Customer is responsible for data backup. Data backup includes all possible and reasonable activities and precautions that secure the existence and integrity of the Customer's data.
§ 15 Retention of Title
The delivered products remain the property of Seelhof until full payment of all claims by Seelhof from the business relationship with the Customer, which had arisen at the time of the conclusion of the contract.
§ 16 Limitation of Liability
The Customer has been advised that it is not possible to completely exclude errors in software programs. However, the subject of Seelhof's warranty is a program that is usable in its essential functions in accordance with the program description.
§ 17 Warranty
Defects occurring during the warranty period must be reported to Seelhof by the Customer immediately in writing.
§ 18 Proprietary Software
Seelhof warrants for a period of 12 months from the date of delivery that Proprietary Software is essentially free of material and manufacturing defects and works essentially in accordance with the accompanying documentation.
§ 19 Right of Use
Seelhof grants the Customer the non-exclusive and non-transferable right to use the delivered software, but not ownership.
§ 20 Priority of Manufacturer Provisions for the Sale of Third-Party Software
When selling Third-Party Software, Seelhof acts only as an intermediary. The license conditions of the respective manufacturers apply with priority.
§ 21 Third-Party Property Rights
Seelhof is not aware that the use of the services provided by it violates third-party property rights.
§ 22 Microsoft Licensing Transactions
The parties agree that Microsoft Ireland Operations Limited is a third-party beneficiary of contracts involving Microsoft license sales by Seelhof in the sense that Microsoft is entitled to enforce this contract legally.
§ 23 Confidentiality
Confidential information includes all information and trade secrets as well as findings and results obtained and apparent therefrom.
§ 24 Final Provisions
Should a provision of these GTC or part of a provision be or become invalid, the remaining provisions or the remaining part of the provision shall remain effective. The place of performance is Herborn.