These General Terms and Conditions (hereinafter "GTC") of Digi Soft UG (haftungsbeschränkt), Welserstr. 75, 90489 Nürnberg, registered in the commercial register of the Amtsgericht Nürnberg under HRB 43648 (hereinafter "Provider"), apply to all contracts concluded between the Provider and the client (hereinafter "Client") concerning IT services, software development, consulting, cloud solutions, managed services, telecommunications services, expert placement, and related services.
Deviating, conflicting, or supplementary general terms and conditions of the Client shall not become part of the contract, even if the Provider does not expressly object to them. These GTC apply exclusively to entrepreneurs within the meaning of § 14 BGB, legal entities under public law, and special funds under public law.
All offers by the Provider are subject to change and non-binding. A contract is only concluded when the Provider confirms the Client's order in writing (including e-mail) or commences performance of services. An order confirmation by the Provider constitutes the decisive point of contract conclusion.
Service descriptions in brochures, on the website, or in offers represent invitations to submit offers (invitatio ad offerendum) and not legally binding offers. The Client is bound by their order for 14 calendar days.
The Provider's services encompass, in particular:
The exact scope of services results from the individual project contract, offer, or statement of work (SoW) agreed in each case. Unless expressly agreed otherwise, the Provider owes service-oriented performance (Dienstleistung), not a specific work result (Werkleistung).
All prices are net prices plus the applicable statutory VAT. Unless otherwise agreed, invoices are due for payment within 14 days of the invoice date without deduction.
For longer-term projects, the Provider is entitled to issue partial invoices after reaching project milestones or on a monthly basis. Travel expenses and other out-of-pocket expenses incurred with the Client's consent will be invoiced separately.
In the event of payment default, the Provider is entitled to charge default interest of 9 percentage points above the base interest rate (§ 288 para. 2 BGB). The Provider reserves the right to assert further damages caused by default.
The Provider reserves the right to adjust prices with 30 days' notice for ongoing service agreements (e.g. managed services, support contracts).
The Provider shall provide services with reasonable professional care. Specific response times, availability levels, or service level agreements (SLAs) are only binding if expressly agreed in writing.
The Client is obliged to provide all information, access data, documents, and resources required for the proper performance of services in a timely manner and to make the necessary IT infrastructure available. The Client shall designate a competent contact person.
If the Client fails to fulfil cooperation obligations in a timely manner, deadlines agreed by the Provider shall shift accordingly. Additional costs arising therefrom shall be borne by the Client.
If the agreed service constitutes a work (Werkleistung), the Client is obliged to accept the work within 14 days of delivery, provided there are no material defects. Acceptance shall be deemed granted if the Client fails to notify defects in writing within this period.
Minor defects do not entitle the Client to refuse acceptance. The Provider shall remedy significant defects within a reasonable period. If the Provider fails to remedy the defect within the granted grace period, the Client may set a further reasonable grace period and, after its expiry, exercise statutory rights.
The warranty period for works is 12 months from acceptance. For defects based on incorrect information or specifications provided by the Client, the Provider shall not be liable.
The Provider shall be liable without limitation for damages caused by intent or gross negligence. For damages caused by simple negligence, the Provider shall only be liable if essential contractual obligations (cardinal obligations) are breached; liability is then limited to foreseeable, typically occurring damages.
Liability for loss of data is limited to the restoration costs that would have arisen if the Client had carried out proper and regular backups. Liability for lost profits, indirect damages, and consequential damages caused by simple negligence is excluded.
The above limitations of liability do not apply to liability for injury to life, limb, or health, liability under the German Product Liability Act (ProdHaftG), or liability for fraudulently concealed defects.
Both parties undertake to treat all information received in connection with contract performance as confidential and not to disclose it to third parties without the prior written consent of the other party. This obligation continues for three years after termination of the contract.
Confidentiality does not apply to information that was already publicly known at the time of disclosure, that becomes publicly known through no fault of the receiving party, that the receiving party already knew without any confidentiality obligation, or that must be disclosed by law or by court or regulatory order.
The Provider is permitted to name the Client as a reference customer and to mention the nature of services provided, unless the Client objects in writing.
All work results, source codes, documentation, and other materials created by the Provider in the course of the contract are protected by copyright. Upon full payment of the agreed remuneration, the Provider grants the Client a non-exclusive, non-transferable right of use for the contractually agreed purpose.
Open source software components used by the Provider remain subject to their respective licence terms. The Provider shall inform the Client of any open source components used upon request.
Materials, data, logos, and other content provided by the Client remain the property of the Client. The Client grants the Provider the right to use these for the purpose of contract performance.
Both parties comply with the applicable data protection regulations, in particular the GDPR. If the Provider processes personal data on behalf of the Client, the parties shall conclude a data processing agreement (DPA) pursuant to Art. 28 GDPR.
The Provider's privacy policy, available at digi-soft.tech/datenschutz, provides further information on data processing.
Project-based contracts end upon completion of the agreed services. Service contracts (e.g. managed services, support) are concluded for the agreed term and may be terminated with 30 days' notice to the end of a calendar month, unless otherwise agreed.
The right to extraordinary termination for good cause remains unaffected. Good cause for the Provider includes, in particular, default in payment of more than 30 days and a fundamental breach of these GTC by the Client.
Upon termination, the Client shall return or delete all confidential information and materials of the Provider. The Provider shall transfer project-related materials to the Client in a format agreed in advance, unless retention obligations prevent this.
The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The place of jurisdiction for all disputes arising from or in connection with this contract is Nürnberg, provided the Client is a merchant, a legal entity under public law, or a special fund under public law.
Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that comes as close as possible to the economic purpose of the invalid provision.
Amendments and supplements to these GTC require the written form. This also applies to any waiver of the written form requirement. Side agreements have not been made.
These GTC are available for download and printing at digi-soft.tech/agb.