I. Basic conditions
1. Scope of application
(1.1) OSSENO Software GmbH (hereinafter referred to as “OSSENO”) exclusively bases all contracts with companies, legal entities under public law, special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB), as well as self-employed persons (hereinafter referred to as “Customer”) on these General Terms and Conditions of Business (hereinafter referred to as “GTC”). Deviations from this may only be made by individual agreement.
(1.2.) Terms and conditions of the customer contrary to or deviating from these terms and conditions are non-binding for OSSENO, even if they are not expressly contradicted. To be legally effective, they require the express written approval of OSSENO.
(1.3) The GTC shall apply at the time of the conclusion of the contract. OSSENO may change, adapt or supplement the content of these GTC at any time. OSSENO shall inform the customer of the amended GTC in writing, highlighting the changes. Starting from this information, the customer has the right within 4 weeks to terminate the contract in writing with a period of notice of a further 4 weeks. If the customer does not make use of this right of termination, the amended GTC shall be deemed to have been agreed after this period.
2. Subject of contract and conclusion of contract
(2.1) A contract shall come into existence upon signature of an offer of OSSENO by the customer and OSSENO or by written order of the customer and a corresponding order confirmation by OSSENO.
(2.2) A contract shall also be concluded if a delivery or service is made by OSSENO in accordance with the customer’s order without prior order confirmation.
(2.3) The concrete object of the contract results from the contract in each case. Basically, the subject matter of the contract is software licenses and/or services. For correspondingly relevant regulations regarding the rights and obligations on the part of OSSENO and the customer with regard to the subject matter of the contract, reference is made to Part II and III of these GTC.
(2.4) An offer by OSSENO shall in principle only apply within the binding period. If an order is received after this binding period, OSSENO shall no longer be bound by the offer. OSSENO may nevertheless confirm the order or submit a new offer.
(2.5) Any additions, modifications or ancillary agreements made by the customer in connection with the order must be confirmed in writing by OSSENO in order to be effective.
3. Remuneration, terms of payment and offsetting
(3.1) OSSENO shall charge the prices specified in the offer for deliveries and services rendered.
(3.2) All prices are quoted plus the German value added tax (currently 19%) valid on the date of invoicing and are valid ex place of delivery Kaiserslautern, unless otherwise agreed.
(3.3) OSSENO reserves the right to reasonably change prices after conclusion of the contract if cost reductions or cost increases occur for which OSSENO is not responsible. OSSENO shall prove this to the customer upon request.
(3.4) The deduction of a discount requires a special written agreement.
(3.5) The payment plan stated in the order confirmation shall apply to all services and deliveries. This shall also apply in the event of delays in performance or delivery caused by the customer. If no order confirmation has been sent, the payment plan according to the offer shall apply.
(3.6) Unless otherwise agreed, payment for services and deliveries shall be due net (without deduction) within 10 days of the invoice date. Thereafter, a default interest of 9% p.a. will be charged.
(3.7) The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been acknowledged by OSSENO. The customer is not entitled to a right of retention.
(3.8) If the customer does not meet his payment obligations or the obligations resulting from OSSENO’s retention of title, if he stops his payments, if composition proceedings or bankruptcy proceedings are instituted against his assets, the entire remaining debt shall become due, even if bills of exchange with a later maturity date are outstanding. If the entire remaining debt is not paid immediately, the customer’s right to use the delivered item/software shall expire and OSSENO shall be entitled to demand immediate surrender/deletion of the item/software to the exclusion of any right of retention. All costs arising from the return/deletion of the object of purchase shall be borne by the customer.
4. Performance period and delivery dates
(4.1) The performance period for services as well as any delivery dates for service results or the provision of software licenses shall result from the order confirmation, but at the earliest with the existence of all necessary prerequisites at the customer. Unforeseen events beyond OSSENO’s control shall reasonably extend the performance period or the delivery date. This also applies to strikes and lockouts.
(4.2) The defence of non-performance of the contract remains reserved.
(4.3) Delays in delivery and performance which occur through no fault of OSSENO entitle OSSENO to extend the corresponding deadlines by a reasonable period of time or to withdraw from the service/delivery obligation in whole or in part. Should a deadline be exceeded by more than 60 days in such cases, OSSENO shall be entitled to rescind the unfulfilled part of the contract in whole or in part.
(4.4) If OSSENO is culpably in default of performance or delivery, the customer’s compensation for damages and expenses due to the default shall be limited to 0.5% of the remuneration for that part of the performance which cannot be used due to the default for each full week of the default. The liability for default is limited to a total of 5% of this remuneration. This shall not apply if the delay is due to gross negligence or intent on the part of OSSENO.
5. Software defects
(5.1) The suitability of the software supplied by OSSENO for a specific purpose is not guaranteed.
(5.2) There shall be no claims based on insignificant defects/errors.
(5.3) Defects/errors are only those that have been reproducibly indicated. The notification must be made by the customer in a comprehensible and detailed form, stating all information useful for defect recognition and analysis (date, time to the second, trigger, appearance and effects of the defect, software module, other open programs, etc.). They must be reported to OSSENO immediately. Defects which are not notified in good time shall be deemed insignificant.
(5.4) If the software delivered by OSSENO is operated by the customer (“on-premises installation”), it shall also apply that directly recognizable defects/errors must be reported in writing by the customer no later than three working days after delivery in accordance with 5.3. Otherwise the delivery shall be deemed accepted.
(5.5) Error diagnoses and corrections are always carried out on the premises of OSSENO. If, however, a fault cannot be localised within a reasonable time or only on site, OSSENO shall, after consultation with the customer, also carry out a fault analysis and, if necessary, a fault rectification on site. The customer shall provide OSSENO with access to and access to the systems and data in question and provide all necessary information, persons and equipment free of charge.
(5.6) If a reported defect/error turns out to be improper use, maintenance, operation, operating errors, natural wear and tear, inadequate system environment, use of operating conditions other than those specified in the specification, modifications, repairs or other interventions by the customer or third parties, there shall be no warranty. Instead, the customer must reimburse OSSENO for the time spent on this at € 135 net/hour/person. Further claims remain unaffected by this.
(5.7) Actual deficiencies/errors will be remedied by delivery of an update or notification of another possibility to circumvent the deficiency/error. The customer shall grant OSSENO a reasonable period of time and opportunity to remedy the defect. If OSSENO does not succeed in eliminating a significant error or in circumventing it in such a way that the customer can use the software in accordance with the contract even after this period has been set and expired, the customer may demand a reduction in payment or rescission.
(5.8) Claims due to defects shall become statute-barred within one year.
6. Third party rights
(6.1) OSSENO shall only be liable for infringements of third party rights by its deliveries if these are used in accordance with the contract.
(6.2) OSSENO shall be liable for infringements of third-party rights only within the European Union and at the place of contractual use.
(6.3) The customer shall inform OSSENO immediately of any claims asserted by a third party against the customer on account of OSSENO’s delivery.
(6.4) The customer shall not be entitled to acknowledge claims of third parties before he has given OSSENO a reasonable opportunity to defend the rights of third parties in another way.
(6.5) OSSENO shall be entitled, but not obliged, to defend the asserted claims at its own expense. For this purpose, OSSENO may acquire a right of use to the rights of the third party or modify the software (license programs) or exchange it for an equivalent product, or take back the software with reimbursement of the remuneration paid for it by the customer less appropriate compensation for use. The customer’s interests shall be adequately taken into account.
(6.6) Claims against OSSENO due to infringement shall become statute-barred within one year.
(7.1) OSSENO shall be liable for damages caused to the customer by OSSENO, its legal representatives, its employees or its vicarious agents and a) which are based on intent or gross negligence, b) which are based on injury to life, body or health or c) which have arisen as a result of a breach of an obligation the fulfilment of which characterises the contract and on the observance of which the customer may rely and which is therefore of essential importance for achieving the purpose of the contract (cardinal obligation). In this case the liability is limited to the foreseeable damage typical for the contract.
(7.2) A liability according to special legal regulations or for damages of the customer which are based on the violation of a guarantee assumed by OSSENO remains unaffected.
(7.3) Liability for lost profits, savings not made, damages from third-party claims, other direct and indirect consequential damages shall only be assumed if these were caused by intent or gross negligence on the part of OSSENO Software GmbH or its vicarious agents.
(7.4) In cases other than those mentioned above, OSSENO’s liability – irrespective of the legal basis – is excluded. In particular, OSSENO shall not be liable for any damages arising from the use of the Supplies beyond the contractual purposes.
(7.5) If the software supplied by OSSENO is operated by the customer (“on-premises installation”), OSSENO shall be liable in the event of loss of data or damage to or influence of other systems of the customer only for the effort required to restore the data with proper data backup or proper operation of the system landscape by the customer. Accordingly, it is the responsibility of the customer to continuously, but at least before each access by OSSENO to its own infrastructure, make an up-to-date data backup and always maintain the technical prerequisites for the proper operation of the software.
(7.6) The customer’s contractual claims for damages and his claims for reimbursement of futile expenses based on a defect in OSSENO’s performance, as well as the right to demand subsequent performance, shall become statute-barred after one year. Sentence 1 shall not apply in the cases mentioned in 7.1 and 7.2. In these cases, the statutory limitation periods shall apply.
8. Force majeure
(8.1) OSSENO is not responsible for delays in delivery and disruptions in performance due to events of force majeure.
(8.2) Events of force majeure include in particular strikes, lawful internal company industrial action, war, unrest, natural disasters, fire, sabotage attacks by third parties (e.g. through spam mails) or the omission of permits through no fault of OSSENO’s own. OSSENO will inform the customer of the occurrence of events of force majeure.
9. Retention of title
(9.1) OSSENO shall retain title to the delivered goods until all claims to which OSSENO is entitled against the customer now or in connection with the delivered goods in the future have been settled. In the case of a current account, the retained title shall serve as security for the balance due to OSSENO.
(9.2) The customer is not permitted to sell the goods subject to retention of title. Furthermore, the customer shall not be entitled to pledge the reserved products elsewhere, to assign them as security or to make other dispositions which endanger the property of OSSENO.
10. Confidential information and data protection
(10.1) Each party shall maintain secrecy about all confidential information of the other party received by it, shall keep such information secure, shall protect it as a trade secret against theft, damage, loss and unauthorized access and shall not use it for any purposes other than those stipulated in the contract. Deviations require the written consent of the other party.
(10.2) Each party shall ensure that its employees, bodies, agents and contractors comply with these obligations by means of a written and sufficiently punishable obligation. These obligations shall remain in force for a period of three years even after the amendment, extension or termination of the agreement.
(10.3) Upon request, the customer shall provide OSSENO with written proof of these obligations under 10.2, in particular those subject to criminal penalties, upon request.
(10.4) The aforementioned conditions shall not apply to information which is accessible to the public or which subsequently becomes accessible through no fault of the recipient.
(10.5) Personal data provided by both parties shall be processed by the parties in compliance with data protection regulations. The rights of the data subjects and the obligations under the EU Data Protection Regulation shall be safeguarded accordingly.
(10.6) OSSENO processes all data and information arising within the framework of the performance of the contract by electronic means. The customer hereby acknowledges the fact that the data and information collected, exchanged or created during the cooperation are stored in the cloud-based file hosting system “OneDrive for Business” of Microsoft Corporation, One Microsoft Way, Redmond, WA 98052-6399, USA in computer centres within the European Union. OSSENO also stores personal data about the customer’s contact persons and the conversations conducted with them in the cloud-based CRM system of Pipedrive OÜ, Paldiski mnt 80, Tallinn 10617, Estonia (“Pipedrive”).
(10.7) OSSENO will only pass on data to third parties without an expressly given consent if this is required by law or is absolutely necessary for the purpose of contract execution, delivery or invoicing. This is particularly the case if the customer concludes a purchase or rental contract directly via the shop system on the OSSENO website. In this case, the data relevant for invoicing will be forwarded to the commissioned payment service provider Stripe Payments Europe Ltd, Block 4, Harcourt Centre, Harcourt Road, Dublin 2, Ireland as well as Stripe Payments UK Ltd, 7th Floor, The Bower Warehouse, 211 Old Street, London, EC1V 9NR, United Kingdom (“Stripe”).
(10.8) Unless the customer expressly objects, OSSENO shall in principle be entitled to list the customer as a reference in various advertising media (presentations, website, etc.) with the customer’s company name and logo even without his prior approval. Further details about the customer or the cooperation, however, require the prior consent of the customer.
11. General, severability clause, place of jurisdiction
(11.1) The customer shall observe the import and export law applicable to the deliveries and services on his own responsibility, in particular that of the USA. In the case of cross-border deliveries or services, the customer shall bear the customs duties, fees and other charges incurred. The customer will handle legal or official procedures in connection with cross-border deliveries and services on his own responsibility, unless otherwise expressly agreed.
(11.2) The relationship between the parties is the independent contractual partner at market conditions. Neither party shall be authorised to act on behalf of the other, to bind the other or otherwise create or assume such obligations.
(11.3) Should individual provisions of these terms and conditions or of the contract be or become invalid in whole or in part, this shall not affect the remaining provisions.
(11.4) If the customer is a merchant, the place of business of OSSENO shall be the place of jurisdiction. However, OSSENO shall also be entitled to sue the customer at the place of jurisdiction of the customer’s place of business.
(11.5) Unless otherwise stated in the order confirmation, the place of performance shall be the registered office of OSSENO.
(11.6) The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
(11.7) The contractual language and the language of communication between the customer and OSSENO shall be German and English.
(11.8) Any additions and changes must be made in writing in order to be effective.
II. Additional Conditions for the Delivery of Software (License Conditions)
12. Delivery of software
(12.1) OSSENO Software GmbH (hereinafter referred to as licensor) delivers software exclusively on the basis of a contract and the following conditions against the contractually agreed remuneration. Part I of OSSENO’s General Terms and Conditions shall apply in all other respects. In the event of deviations, the following provisions shall be considered more specific.
(12.2) The customer (hereinafter referred to as licensee) has the option of obtaining a right of use (license) to the software products offered by the licensor on a rental basis (also referred to as subscription or subscription). Upon conclusion of a corresponding contract for the desired number of users (scope of use) and the desired operation (on the part of the Licensor (“Cloud Installation”) vs. on the part of the Licensee (“on-premises Installation”)), the Licensee shall, after payment of the corresponding remuneration (license fee), receive a simple, non-exclusive right of use to the software subject to the contract within the agreed scope of use, limited in time to the Licensee’s company for a defined period of use (term of contract) and limited in territory to the Licensee’s business. In particular, however, the Licensee does not receive any rights to the sources.
(12.3) In case of an operation on the part of the Licensee (“on-premises installation”), the period of use (contract period) shall be 12 months unless otherwise agreed. In the case of operation by the Licensor (“Cloud Installation”), the period of use (contractual term) shall be six months in each case, unless otherwise individually agreed. In the case of delivery of a free version, no fixed usage period is agreed and reference is made to section 16.2. The beginning of the first usage period corresponds to the delivery date.
(12.4) The amount of the remuneration owed (license fee) shall be derived from the Licensor’s price list valid at the beginning of the period of use. The Licensor may adjust the price list at any time.
(12.5) If the Software is operated by the Licensee (“on-premises installation”), the delivery of the Software shall generally take the form of a download by the Licensee or an upload / copy by the Licensor. The risk shall pass to the Licensee as soon as the data transfer has been started.
(12.6) The use of the contractual software requires the storage of personal data about individual users of the software. Specifically, the first and last name, e-mail address, session cookies, user name and password as well as the rights, responsibilities and tasks of the users are stored in the projects stored in the software. Further personal data will only be stored if the licensee consciously and arbitrarily stores such data as content or metadata on content in the software. In this case, the licensee is responsible for ensuring that the data is processed in accordance with data protection regulations.
(12.7) The contractual software is subject to the Licensor’s copyright and is exclusively assigned by the Licensor. All processing, reproduction, exploitation and other rights to the contractual Software shall remain with the Licensor.
13. Rights of the licensee
(13.1) Unless otherwise stipulated in the contract and unless it is a free version (“Free Version”), the Licensee shall be entitled to free services and maintenance over the period of use (contract period) as follows:
The Licensor shall be at the disposal of designated representatives of the Licensee for their technical questions and shall support them in all other matters relating to the use of the Software. The Licensor shall designate one or more agents or one or more telephone numbers or e-mail addresses to reach the same, which shall be available to the Licensee for error messages and queries. The Licensee may make use of this support during normal business hours (on working days in Rhineland-Palatinate from Monday to Friday between 09:00 a.m. and 5:00 p.m. CET).
The licensee is entitled to delivery of the current program version or the current release of the contractual software. These new versions and releases (all referred to as “Updates” in these GTC without further differentiation) shall be announced by the Licensor prior to their release. The formal request of the update is incumbent on the licensee. The previous version of the Software shall continue to be maintained and supported by Licensor for 30 days after the release of an update.
In the event of software errors, i.e. deviations from the respective product description, the Licensor shall fulfil its obligations.
(13.2.) Notwithstanding prior claims, Licensee shall not be entitled to
- the extension of the current program version with regard to desired functions or features
- the inclusion of desired functions or features in an upcoming version or release.
- the support of certain hardware, operating systems/operating system versions or certain external systems/system versions
- the change of the underlying programming language or development technology
- the delivery of updates within certain time periods
- installation and configuration services, training, etc.
- troubleshooting and support pursuant to 13.1 for a version for which an update was released by Licensor more than 30 days ago
- support for questions that arise only because the licensee has not taken advantage of any training opportunities offered by the licensor.
The fundamental decision to do so is the sole responsibility of the licensor. The licensor therefore reserves the right to grant the above-mentioned services as a gesture of goodwill or to offer them for a fee as a corresponding service.
(13.3.) In the event of operation on the part of the Licensor (“Cloud Installation”), the Licensor shall take over the operation of the contractual software over the period of use (contractual term). The Customer is aware that the technical operation is carried out by the third-party company Microsoft in the cloud data center Western Europe, i.e. within the European Union. The same applies accordingly:
- The availability of the system and protection of the stored data against theft, damage, loss and unauthorized access, for example, are thus beyond the licensor’s sphere of responsibility. The licensor will only guarantee availability and security to the extent that Microsoft Azure itself guarantees or enables it. The contractual use of the software and the associated database is therefore limited to the characteristics of this cloud.
- For necessary maintenance and servicing purposes, a contractual availability of 99% annual average is agreed within the availability period pursuant to 13.3.1. A maximum duration of 8 hours each shall be agreed for plannable downtimes which are notified to the Licensee in good time, at least 2 working days in advance.
(13.4) If, in deviation from 12.2, the Licensor and the Licensee agree on an unlimited right of use, the rights of the Licensee shall be regulated separately accordingly.
14. Obligations of the licensee
(14.1) The licensee acknowledges the copyrights and other industrial property rights of the licensor.
(14.2) The Licensee undertakes to respect the rights of the Licensor and in particular a) not to exceed the number of licenses acquired or the scope of use; b) not to pass on copies of the Software to third parties or to enable third parties to make copies; c) to modify, edit, copy or reproduce the Software or any associated material (e.g. documentation) provided to him. Accordingly, he shall not be entitled to reverse engineer or decompile the software or to make any processing or other changes to the software.
(14.3) Licensee shall also be liable for all persons working in Licensee’s area of risk (vicarious agents, employees, freelancers) and for organizational defects. The Licensee shall bear the burden of proof that it has taken the necessary organizational measures to prevent the creation of copies of the Program and the forwarding of copies and passwords by third parties in its danger zone as far as possible.
(14.4) Unless otherwise agreed, the Licensee is also not entitled to make the contractual Software available to third parties without the consent of the Licensor, either for a fee or free of charge, for a limited period of time or permanently.
(14.5) Existing copyright notices or registration features, in particular registration numbers in all delivered software products, may not be removed or changed by the Licensee or third parties.
(14.6) Upon request, the Licensee shall provide the Licensor with information on the number and installation location of the software installed at his premises, those of his vicarious agents and subcontractors, and assure its correctness in a legally binding manner.
(14.7) If the Software is operated by the Licensee (“on-premises installation”), the Licensee or third parties commissioned by the Licensee shall be responsible for the proper installation and data backup as well as the proper operation of the delivered Software in the operating environment. This includes in particular the immediate updating of the software after release of an update by the Licensor.
(14.8) If Licensee violates Licensor’s copyrights or other proprietary rights or otherwise violates its obligations, in particular by reproducing the Software or its unlicensed use, or if Licensee negligently or intentionally enables third parties to reproduce Licensor’s Software or its unlicensed use, Licensor shall be entitled to terminate the Agreement without notice or replacement.
(14.9) The assertion of further claims for damages by the Licensor shall remain unaffected.
15. Contractual penalty
(15.1) Licensee undertakes vis-à-vis Licensor to pay Licensor a contractual penalty to be determined by Licensor at its equitable discretion in the event of avoidance of any infringement, the appropriate amount of which in the event of a dispute shall be reviewed for fairness by the competent regional court, but at least € 200,000, – to refrain from using, distributing or making available the Program without Licensor’s necessary consent or otherwise exploiting it or having it exploited by third parties or otherwise violating a condition imposed.
16. Contract duration, termination and amendment
(16.1) The term of the contract shall be at least one period of use in accordance with 12.3 and shall be automatically extended with the existing scope of use (number of users) by the same, as long as there is no written termination in due time. This shall also apply in the event that the Licensor does not send the Licensee an explicit order confirmation regarding the extension. Subject to statutory provisions, Licensee shall have no right to withdraw from the contract before the end of the first usage period (minimum contract term).
(16.2) Unless otherwise agreed, the period of notice shall be three months to the end of the current period of use. In the case of a free version, the following shall apply differently:
- The licensor may terminate the contract at any time with a notice period of 3 months.
- The licensee may terminate the agreement at any time without notice.
- If the software is not actively used by the licensee for more than 3 months (i.e. no new content is created or edited), the agreement shall be automatically terminated and the right of use shall expire immediately.
(16.3) Unless a Free Version is concerned, it is possible to switch from a business on the part of the Licensor (“Cloud Installation”) to a business on the part of the Licensee (“on-premises Installation”) or vice versa. The costs for the corresponding porting work shall be borne by the Licensee. If the licensee instructs the licensor to do so, the time spent for this shall be reimbursed at € 135 net/hour/person.
(16.4) The licensee has a special right of termination if the license fee for the coming period of use increases by more than 5%. The Licensor shall give the Licensee prior notice of such an increase. Licensee may terminate without notice upon receipt of the notice at the end of the current usage period.
(16.5) The right to extraordinary termination remains unaffected.
(16.6) The Licensee is entitled to have the scope of use changed by the Licensor. Extensions of the scope of use are possible at any time for an additional charge. In this case, the Licensor will invoice payments already made pro rata. Reductions of the scope of use are only possible at the beginning of a next usage period. The same period applies as for a cancellation. Excluded from the right to change are changes from a chargeable to a free version (“Free Version”).
17. Use after end of contract
(17.1) If contracts on the right of use are terminated, the right to use the delivered software and the right to maintenance and services shall expire at the end of the current period of use. In the event of operation on its own side (“on-premises installation”), the Licensee shall immediately return the original data carriers to the Licensor upon expiry of the right of use, irretrievably delete or destroy all installations and any copies made of the Software provided, and make a legally binding declaration to that effect. If such a declaration is not made within 10 days of expiry of the period of use, Licensee shall pay Licensor a pro-rata share of the days exceeding the period of use in accordance with the agreed license fee until the declaration is received.
(17.2) The Licensee’s right to further use the data stored in the Software remains unaffected, but only to the extent that he exports such data at his own expense before the end of the period of use.
(17.3) If the Licensee has not exported the deposited data by the end of the usage period, the Licensor may export and electronically transmit them in the form of MS Excel or ZIP files at the request and expense of the Licensee up to 90 days after the end of the usage period. The time spent on this is to be reimbursed with 135,- € net/hour/person.
III. Additional conditions for the provision of services
18. Provision of services
(18.1) OSSENO Software GmbH (hereinafter referred to as OSSENO) shall provide any service exclusively on the basis of a contract and the following conditions against the contractually agreed remuneration. Part I of OSSENO’s General Terms and Conditions shall apply in all other respects. In the event of deviations, the following provisions shall be considered more specific.
(18.2) OSSENO shall provide its services in accordance with the principles of proper professional practice. The customer bears the responsibility for the project and its success.
(18.3) The subject matter of the contract may consist of a one-off service, including partial services, or may be of a permanent nature.
(18.4) “Working day” means a period of 8 hours between 9 a.m. and 6 p.m. from Monday to Friday, excluding public holidays in Rhineland-Palatinate/Germany.
(18.5) All services of OSSENO for which a fixed or limited period has been agreed shall be rendered by OSSENO for the period specified in the relevant order. All ongoing services for which an indefinite period has been agreed shall be performed by OSSENO on agreed working days until they are terminated in accordance with the relevant order. The provision of services outside of working days requires the prior consent of OSSENO. For such times, additional remuneration shall be paid in accordance with the price list.
(18.6) Services that OSSENO performs at the customer’s request beyond the services or scope agreed in the contract shall be invoiced separately at the respective rates according to the applicable OSSENO price list.
19. Obligations of the customer to cooperate
(19.1) The customer shall ensure that a contact named by him provides OSSENO with all documents, information and data and contacts necessary for the provision of the services completely, correctly, on time and free of charge, unless owed by OSSENO. The customer shall provide OSSENO with all necessary support and cooperation (e.g. information, material resources, computing times, test data, workstations, means of communication) free of charge within the scope of the performance of the services to be rendered.
(19.2) If the customer does not sufficiently fulfil his obligations to cooperate and if the performance of the contractual obligation to perform is delayed by OSSENO as a result, the agreed deadlines shall automatically be extended appropriately, but at least by the period of the delay. In addition, OSSENO shall be entitled to a corresponding adjustment of the remuneration if OSSENO has incurred additional expenses or losses as a result of lost orders during this period. These shall be charged on a time basis at a net hourly rate of € 135.00 and shall be payable by the 15th of the following month at the latest.
(19.3) It is the customer’s responsibility to always provide an up-to-date and functional data backup before and during the provision of services.
20. Rights of use to service results
(20.1) OSSENO reserves the right to use all service results (in particular documents, models or software components) in whole or in part anonymously for other purposes or other customers, even if these results are the result of a service commissioned individually by the customer (e.g. individual programming, model creation, etc.). The customer only receives a non-exclusive, non-transferable and, unless otherwise agreed, 12-month limited right to use these results in the contractually agreed quantities.
(20.2) OSSENO may revoke the right to use the service results if the customer violates usage restrictions or other regulations to protect against unauthorized use to a not insignificant extent. OSSENO shall set the customer a grace period for remedy beforehand. In the event of repetition and in special circumstances that justify immediate revocation taking into account the interests of both parties, OSSENO may also pronounce the revocation without setting a deadline. The customer must confirm to OSSENO the discontinuation of use after the revocation in a legally binding manner.
21. Contract term
(21.1) If a contract for services is concluded for an indefinite period, it can be terminated in writing with a notice period of three months to the end of a calendar year. An agreed minimum term shall remain unaffected by this right of termination.
(21.2) The right to extraordinary termination remains unaffected.
(22.1) Unless a fixed price has been agreed, services ordered shall be invoiced to the hour (i.e. rounded to the nearest hour) in accordance with the current price list. In the case of services which are not performed on OSSENO’s premises but on the customer’s premises or at a location agreed with the customer, arrival and departure times shall be invoiced on an hourly basis.
(22.2) If services are offered and commissioned at a fixed price, they shall also be due for payment in full on the agreed date if they could not be performed or could only be performed partially for reasons for which OSSENO is not responsible.
(22.3) OSSENO may adjust the remuneration annually to general list prices (price list).
(22.4) The customer has a right of termination if the remuneration rates increase by more than 5%. OSSENO shall announce such an increase to the customer in advance. The customer may terminate the contract within one month of receipt of the announcement at the time of such an increase. Reference is made to further provisions in the GTC.
(22.5) Proofs of expenditure shall be deemed approved unless the customer objects in writing within 2 weeks of receipt.
(22.6) Travel costs and expenses as well as other expenses shall be reimbursed by the customer in the actual amount, unless otherwise contractually agreed.