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For the sale of software and for pre-contractual obligations, only the General Terms and Conditions of Weileder IT Services (hereinafter referred to as "Weileder IT Services") apply in business dealings, unless otherwise agreed. Other terms and conditions of contract are not part of the contract, even if Weileder IT Services does not expressly object to them.
(1) Pre-contractual communications, in particular offers, descriptions, cost estimates shall be subject to change, unless the offer is described in writing as binding. Technical changes due to technical progress or development are reserved as far as reasonable. A legal binding comes about only by both sides signed contract or written order confirmation by Weileder IT Services, in addition, by the fact that Weileder IT Services begins with the contract-compliant performance. Weileder IT Services may demand written confirmation of verbal contract statements from the customer.
(2) For deliveries and services of other kind (eg software maintenance, consulting for the installation and installation of the software), these terms and conditions apply in the absence of an individual agreement. The parties also conclude a software maintenance contract. Software purchase agreement and software maintenance contract form a single entity.
(1) The subject matter of these terms of contract is the delivery of the software and the granting of the rights of use according to § 4. The subject of the contract shall be the regulations for software maintenance according to §§ 19 to 24 of these conditions, as well as consulting services according to § 18 of these conditions.
(2) The customer has checked before concluding the contract that the specification of the software meets his wishes and needs. He is aware of the essential features and conditions of the software.
(3) Decisive for the scope, type and quality of deliveries and services are the individual contractual agreements, in particular the order confirmation
by Weileder IT Services or offer from Weileder IT Services. Other information or requirements become part of the contract only if the contracting parties agree in writing or Weileder IT Services has confirmed them in writing. Subsequent changes of the scope of services require the written agreement or the written confirmation by Weileder IT Services. Weileder IT Services does not owe any further condition of the software. In particular, the customer can not derive such an obligation from other representations of the software in public statements or in the advertising of Weileder IT Services, as well as their employees or sales partners, unless Weileder IT Services has expressly confirmed the condition beyond that in writing.
(4) Product descriptions, illustrations and test programs are performance descriptions, but not guarantees. A guarantee requires the written declaration by the management of Weileder IT Services.
(5) The technology of delivery of the software is governed by the agreements; Unless otherwise agreed, programs are delivered on CD-ROM. The customer is not entitled to release the source program.
(6) Weileder IT Services provides all deliveries and services according to the state of the art and the principles of economy.
(1) The software is legally protected. The copyright, the patent rights, trademark rights and all other ancillary copyright in the software, as well as
In the case of other objects, which Weileder IT Services provides or makes available to the customer in the context of contract initiation and execution, Weileder IT Services shall be entitled to the relationship of the contractual partners. As far as the rights are due to third parties, Weileder IT Services has appropriate exploitation rights.
(3) The customer may create the backup copies of the programs required for safe operation. The backup copies must, as far as technically
possible, provided with the copyright notice of the original data carrier and stored securely. Copyright notices may not be deleted, altered or suppressed. No longer needed copies are to be deleted or destroyed.
(4) Multiple use is permissible. When changing the hardware, the software must be deleted from the hardware previously used. Within the network or other multi-user system, the software may only be used in accordance with the number of rights of use acquired.
(5) The customer is only entitled to pass on the software or parts thereof to a third party under the following rules:
a) Only an original data carrier may be forwarded. Other software or the software in another booth may not be shared.
b) The customer deletes all other copies of the software (no matter in which state), in particular on data carriers and in hard disk or working memory.
He finally gives up the use. He undertakes to carry out these processes prior to the transfer of the original data carrier to the third party and to confirm them immediately in writing by Weileder IT Services.
c) The transfer to the third party takes place on a permanent basis, ie without a right of return or repurchase option.
d) The third party declares in writing to Weileder IT Services that he is directly in compliance with § 4, § 13, para. 2 and 3, § 14 and § 16 of these General Terms and Conditions vis-à-vis Weileder IT Services.
e) The written consent of Weileder IT Services is available. Weileder IT Services is obliged to consent if there are no important reasons (eg protection against competition).
(6) The rules according to para. 2, para. 3 and para. 4 d and e shall also apply if the customer remedy the defect or (if permitted) other processing
programs or use the software for training purposes.
(7) The customer may decompile the interface information of the programs only within the limits of § 69 e UrhG and only if he has informed Weileder IT Services in writing of his intentions and has requested the transfer of the required information within a period of at least two weeks. For all knowledge and information, which the customer gets in the context of decompilation, applies § 14. Prior to any involvement of third parties, he gives the Weileder IT Services a written statement from the third party that this directly to Weileder IT Services to comply with the in §§ 4 and 14 established rules.
(8) All other acts of exploitation, in particular rental, lending and distribution in physical or non-physical form, use
Software by and for third parties (eg, outsourcing, data center activities, application service providing) without prior written consent
not allowed by Weileder IT Services.
(9) The source code of the software is never part of the subject matter of the contract.
(10) If Weileder IT Services leaves to the customer in the context of repair or maintenance supplements (eg patches, supplements to the user manual) or a new edition of the subject of the contract (eg update, upgrade), the previously contracted objects ("old software" ), they are subject to the provisions of this agreement. If Weileder IT Services provides the customer with a new edition of the subject matter of the contract, the customer's authority under this contract shall lapse without explicit return request by Weileder IT Services with respect to the legacy software as soon as the customer uses the new software productively. However, Weileder IT Services grants the customer a three-month transitional period in which both versions of the contractual objects may be used side by side.
(1) Information on delivery and performance dates are not binding, unless they are described by Weileder IT Services in writing as binding. Weileder IT Services can provide partial services as far as the delivered parts are useful for the customer.
(2) Delivery and service periods are extended by the period in which the customer is in default of payment from the contract and by the period in which Weileder IT Services is prevented from delivering or performing due to circumstances for which it is not responsible is, and a reasonable start-up time
after the end of the hindrance. These circumstances include force majeure and industrial action. Deadlines are also extended by the period in which the customer fails to cooperate, contrary to contract. B. does not provide information, does not provide access, does not provide a provision or does not provide staff.
(3) If the contractual partners subsequently agree to other or additional services that have an effect on agreed deadlines, these periods shall be extended by a reasonable period.
(4) Reminders and deadlines set by the customer must be in writing in order to be valid. An additional period must be appropriate. A deadline of less than
two weeks is appropriate only in case of special urgency.
(5) Place of performance is the seat of Weileder IT Services.
(1) Any termination of the further exchange of benefits (eg resignation, reduction, termination for cause, compensation instead of performance) must always be threatened by naming the reason and setting a deadline of at least two weeks and can only within two weeks after Deadline be declared. In the cases ordered by law (see § 323, Abs. 2 BGB) the deadline can be omitted. Whoever is responsible for the disturbance wholly or predominantly, can not demand the reversal.
(2) Weileder IT Services may revoke the rights pursuant to § 4 for good cause under the prerequisites of § 6, para. 1 above. An important reason exists in particular if the customer does not pay the remuneration or violates § 4 in a significant manner.
(3) All statements in this context must be made in writing in order to be effective.
(1) Prices are based on the offer and are subject to statutory VAT; this is shown separately.
(2) In the case of binding price agreements, Weileder IT Services may, if services are provided more than four months after the conclusion of the contract, make price changes if a change in the cost factors makes the delivery or service directly or indirectly more expensive. Increases the agreed price by more
than 10%, the customer can withdraw from the contract or cancel. This does not apply to promised fixed prices.
(3) Unless otherwise agreed, the amount payable is due for payment without deductions within 14 days of the invoice date. Furthermore
the statutory payment default rules apply.
(4) Partial payments may require partial payments.
(5) If the customer withdraws from the contract, without Weileder IT Services has given him a reason to do so, or explains Weileder IT Services the resignation or termination of the contract for reasons for which the customer is responsible, he agrees to the costs already incurred and the lost To reward profit with a lump sum of 30% of the price.
(1) The customer is responsible for the provision of the information necessary for the performance of the data processing technology and project organization (hardware and operating systems, standard software used, organization plans).
(2) Weileder IT Services has the right to have the number and type of users / clients of the software reviewed or reviewed at appropriate intervals by appropriate measures. The customer grants Weileder IT Services or its agents free access to and access to the hardware and software used by the customer after prior consultation with the responsible contact person or his representative. A contact person / representative of the customer must always be known.
(3) The customer is obliged to have all goods and services provided by Weileder IT Services immediately after delivery or from making available in accordance with commercial law (§ 377 HGB) examined by a competent employee and reported defects in writing with a detailed description of the error. The customer thoroughly tests each module for usability in the specific situation before starting to use it productively. This also applies to programs that the customer receives under warranty and a care contract.
(4) The customer shall take reasonable precautions in the event that the program does not function properly in whole or in part (eg data backup, fault diagnosis, regular review of results, contingency planning). It is his responsibility to ensure the work environment of the program, in particular to avoid improper installation and update processes.
(1) The software has the agreed quality and is suitable for the contractually assumed, in the absence of agreement for ordinary use. It satisfies the criterion of practical suitability and has the standard quality of software of this type; However, it is not perfect. A malfunction of the program due to hardware deficiencies, environmental conditions, operating errors or the like. results is no shortage. An insignificant reduction in quality is disregarded.
(2) In the case of material defects, Weileder IT Services may initially remedy the defect. The supplementary performance shall be carried out at the discretion of Weileder IT Services by remedying the defect, by supplying software that does not have the defect, or by Weileder IT Services identifying ways to avoid the effects of the defect. Due to a defect, at least two attempts at improvement must be accepted. An equivalent new program version or the equivalent previous program version that did not contain the error must be accepted by the customer if this is reasonable for him. Weileder IT Services is entitled to make the subsequent performance dependent on the customer having paid at least a reasonable portion of the remuneration.
(3) The customer will assist Weileder IT Services in the analysis of defects and rectification of deficiencies, by specifically describing problems that occur in particular, providing Weileder IT Services with comprehensive information and granting it the time and opportunity required for remedying the defect. Weileder IT Services may carry out the removal of defects at its own choice on site or in its business premises. Weileder IT Services can also provide services by remote maintenance. The customer has to provide the necessary technical requirements at his own expense and to grant Weileder IT Services access to his computer system after prior notification.
(4) Weileder IT Services may charge additional costs if the software has been modified, used outside the specified environment or has been operated incorrectly. It may demand reimbursement of expenses if no defect is found. The burden of proof lies with the customer. § 254 BGB applies accordingly.
(5) If Weileder IT Services finally refuses the supplementary performance or if it finally fails or is not reasonable for the customer, he can either withdraw from the contract according to the rules of § 6 contract termination or reduce the compensation appropriately and in addition demand compensation or reimbursement of expenses according to § 11. The claims lapse after § 12.
Weileder IT Services warrants that the contractual use of the software by the customer does not conflict with the rights of third parties. In the case of defects in title, Weileder IT Services warrants that it provides the customer, at its discretion, with legally acceptable use of the software or equivalent software.
(1) Weileder IT Services shall indemnify or reimburse useless expenses, irrespective of the legal grounds (eg from legal transactions and similar transactions, defects in title and title, breach of duty and unlawful acts), only to the following extent:
a) The liability for intent and guarantee is unlimited.
b) In the case of gross negligence, Weileder IT Services shall be liable to the amount of the typical damage foreseeable upon conclusion of the contract.
c) In case of grossly negligent breach of such an essential duty that the achievement of the purpose of the contract is endangered (cardinal duty, in particular
Weileder IT Services shall be liable in the amount of the typical damage foreseeable upon conclusion of the contract, however, not exceeding 15% of the order value per claim and € 50,000.00 for all claims arising from the contract as a whole.
(2) Weileder IT Services remains open to the objection of contributory negligence. In particular, the customer has the obligation to backup data and to defend against viruses according to the current state of the art.
(3) In case of injury to life, limb and health and claims under the Product Liability Act, only the statutory provisions apply.
(1) The limitation period is
a) for claims for repayment of the purchase price from rescission or reduction one year after delivery of the software, but for duly reported deficiencies
not less than three months from the date of submission of the effective declaration of withdrawal or reduction;
b) for other claims from material defects one year;
c) in the case of claims arising from defects in title, two years if the defect of title is not in a real right of a third party, on the basis of which he
3, para. 5 may demand;
d) for other claims for damages or reimbursement of futile expenses for two years, starting from the time at which the customer became aware of the circumstances giving rise to the claim or had to obtain them without gross negligence. The limitation begins at the latest with expiry of the maximum periods specified in § 199 BGB.
(2) In case of damage and reimbursement of expenses due to intent, gross negligence, warranty, malice and in the cases mentioned in § 11, para. 3, however, the statutory periods of limitation always apply.
(1) The ownership of delivered goods and the rights according to § 4 are only with full payment of the contractual compensation to the customer
about. Previously, he has only a provisional, only contractual and according to para. 2 revocable right of use.
(2) If the rights under § 4 do not arise or if they end, Weileder IT Services may demand from the customer the return of the surrendered items or the written assurance that they are destroyed, as well as the cancellation or destruction of all copies and the written assurance that this has happened.
(1) The contractual partners shall keep confidential all information to be treated confidentially, which they have come to notice in the context of this contractual relationship, or use it only in the previously agreed written agreement of the other party to third parties - for whatever purpose. Information to be treated as confidential includes [only] the information expressly designated as confidential by the information-providing party and such information, the confidentiality of which is clear from the circumstances of the transfer. Weileder IT Services will treat it as confidential, in particular, the APPLICATION DATA should it become aware of this.
(2) The obligations under paragraph 1 shall be waived for such information or parts thereof for which the receiving party proves that they were bekannt known or generally available to them before the date of receipt; ⋅ known or generally available to the public before the date of receipt; ⋅the Public or publicly available after the date of receipt, without the information-receiving party being responsible.
(3) Public statements by the parties concerning cooperation shall be made only in advance by mutual agreement.
(4) The obligations under para. 2 continue to exist indefinitely beyond the end of the contract, as long as an exemption under para. 2 has not been established.
By entering personal information in so-called contact forms, the customer unconditionally agrees that Weileder IT Services may only contact the customer for the following purposes: Direct marketing campaigns such as, for example, information mailing or telephone calls (telephone contact by Weileder IT Services to maintain the customer relationship). A data transfer to third parties does not take place!
(1) The parties shall comply with the respectively applicable data protection regulations, in particular those valid in Germany, and oblige their employees employed in connection with the contract and its implementation with the data secrecy pursuant to § 5 BDSG, insofar as these are not already generally required.
(2) If the customer collects, processes or uses personal data, he shall ensure that he is entitled to do so in accordance with the applicable provisions, in particular data protection provisions, and indemnifies Weileder IT Services against claims of third parties in the event of a breach. Insofar as the data to be processed is personal data and there is an order data processing, Weileder IT Services will comply with the legal requirements of the order data processing and instructions of the customer (eg for compliance with deletion and blocking obligations). The instructions must be communicated in writing in good time.
(3) Weileder IT Services takes the technical and organizational security precautions and measures according to the appendix to § 9 BDSG. Weileder IT Services protects
in particular the services and systems in their access, as well as the customer data stored on the server and any other data against unauthorized access, storage, alteration or other unauthorized access or attack - whether by technical means, viruses or other harmful means Programs or data or through physical access - by employees of Weileder IT Services or third parties, no matter how they are made. Weileder IT Services will take the appropriate and customary measures required by the state of the art, in particular virus protection and protection against similar harmful programs, as well as other security of their equipment, including protection against burglary.
(4) The customer is entitled to demand access to the premises with the APPLICATION, the APPLICATION DATA and the SERVER after prior written notice with a notice period of not less than 20 working days. This does not affect the access rights of the customer's data protection officer for checking compliance with the requirements pursuant to the Annex to Section 9 BDSG and other lawful and contract-compliant handling of Weileder IT Services with personal data in the context of the operation of the APPLICATION under this contract.
(5) Weileder IT Services will only collect and use customer-related data to the extent required by the performance of this contract. The customer agrees
Collection and use of such data to this extent.
(6) As long as APPLICATION DATA is within the control of Weileder IT Services, the obligations under paragraphs 1 to 4 also exist beyond the end of the contract. The obligation according to paragraph 5 also exists indefinitely beyond the end of the contract.
(7) As far as Weileder IT Services carries out the data processing in a non-member state of the EU or relocates there, it will announce this in advance to the customer in writing. If the customer agrees to the relocation, the standard contractual clauses II apply to the transfer of personal data from the Community to third countries (Commission Decision 2004/915 / EC of 27.12.2004)
In the event that the customer allows an unauthorized third party to claim the services of Weileder IT Services, stores data for purposes other than contractual pursuant to § 4, violates the regulations on data security / data protection according to § 16 or secrecy regulations in accordance with § 14 is violated he is obliged to pay a contractual penalty of twice the agreed remuneration of this contract. If unauthorized use of the service was authorized for several unauthorized third parties, the contractual penalty will be multiplied according to the number of users. The customer is entitled to prove that a lesser damage has occurred at any time.
B. Supplementary Terms Consulting Services
(1) For consulting services specified in the offer, Weileder IT Services provides a qualified employee. The selection of the employees who provide the service remains reserved to Weileder IT Services.
(2) The services shall be rendered to the client to the extent necessary for proper completion, and otherwise to Weileder IT Services.
(3) Unless otherwise agreed in an individual contract, Weileder IT Services provides its consulting services during its normal business hours, currently from Monday to Friday from 08.30 to 17.00.
(4) Employees of Weileder IT Services on site are not subject to instructions of the client, only the house rules apply.
(5) Consulting services are billed according to man-days based on an 8-hour day according to the underlying consulting offer. For services on Saturdays, Sundays or public holidays, a surcharge of 100% will be charged on the man-days rate. The use of a vehicle by employees of Weileder IT Services will be charged with € 0.50 per driven kilometer. Accommodation costs and expenses will be charged according to the actual incident, expenses are limited to the maximum tax rates.
The software maintenance contract forms a unit together with the contracts for the software purchase. The software maintenance agreement regulates services beyond the contractual warranty within the software purchase.
Software are all components acquired by the customer from Weileder IT Services.
Major Release is determined by the version number before the dot. For Release 7.6, the major release is 7. A major release occurs in the case of extensive changes compared to the previous version.
Minor Release is defined by the major release and the immediately following version number after the dot. Minor Release 7.6 is included in Release 7.6. A minor release occurs when functionality or appearance changes that do not warrant a major release.
Incident is a problem associated with the use of the software that can no longer be broken down into subproblems.
Call. Any incident that Weileder IT Services collects on a phone call or e-mail from the customer is considered a call. With a telephone call, several calls can be recorded.
Final message. A final message is the communication of a proposal for the resolution of an Incident or the announcement of the insolubility of an incident to the customer.
Response time is the time Weileder IT Services needed to notify that an incident was registered and to name an employee for editing
the incident is responsible.
Processing time is the time between the registration of the Incident and the final notification by Weileder IT Services.
Acceptance times are the times while the calls are accepted by Weileder IT Services. Acceptance times are between 09:00 and 13:00 on weekdays. Central European time applies (GMT + 01:00), as well as the Hessian holidays.
(1) In addition to the warranty, Weileder IT Services will support the customer in using the software in the current and previous major release by telephone support services, so that he can use the software more effectively. The telephone support services are provided as follows:
⋅ Level 1: In case of a call, the incident is recorded at Weileder IT Services. Weileder IT Services then becomes the incident within the response time with the internal support database
to compare. Insofar as the incident can be resolved from the internal support database, Weileder IT Services is obliged to inform the customer accordingly within the processing time. Thus, the incident is considered completed.
⋅ Level 2: If the incident can not be resolved from the internal support database, Weileder IT Services will try to reproduce the incident based on the customer's information. The customer will then receive a final message within the processing time. Thus, the incident is considered completed.
(2) Further support services, in particular on-site customer service, are not the subject of telephone support and therefore require a separate written agreement. This applies in particular to such incidents that are not caused in connection with the use of the software or by modules of third-party manufacturers
(3) The reaction time of Weileder IT Services should always be two working days, the processing time should generally be five working days. An assurance is not connected with it, nor is the success promised with regard to the solution of an incident.
(4) Weileder IT Services may report incidents in German or English.
(5) Weileder IT Services is entitled to change the employee responsible for processing the Incident at any time.
(6) Software Updates: Weileder IT Services will provide the customer with all Minor Releases during the term of the contract and major releases of the
purchased software for download free of charge in the forum. Weileder IT Services is under no obligation to publish minor or major releases in specific cycles. The determination of whether a release change is a major or a minor release lies with Weileder IT Services.
(1) For the execution of the support by Weileder IT Services, the customer must name all employees by name in the attachment who are authorized to open calls at Weileder IT Services.
(2) The customer is responsible for the installation of software updates. Therefore, a responsibility of Weileder IT Services for the purpose of asserting damages can not arise.
(3) The customer is obliged to take over a new software version if the contractual scope of functions is retained and the takeover does not lead to significant disadvantages.
(4) The customer should, if necessary, provide a means of remote access by Weileder IT Services. Otherwise, it can not be guaranteed that
An incident can be handled by phone.
(5) Weileder IT Services may demand that the responsible person provide training in the use of the well-maintained programs. Notifications of defects must be made only by the person responsible or in his absence by his representative. Furthermore, it may be required that in the case of deficiency notifications the symptoms, the program and the system and hardware environment are observed in detail and (using Weileder IT Services forms) Weileder IT Services a deficiency stating information relevant for the remedying of deficiencies, for example the number of affected users , Description of the system and hardware environment and, if necessary. simultaneously loaded third-party software, and documents are reported. Similarly, Weileder IT Services may require that identified malfunctions be made available in reproducible form on a suitable medium.
(1) The customer acquires the right to the support services during the contract period. The contractual relationship begins with signing and ends with the contractually agreed duration, in the alternative after one year. The contract is automatically renewed for another year, unless it is canceled in writing at least three months before expiry.
(2) Weileder IT Services reserves the right to refuse a contract extension. Reasons for this need not be mentioned.
(1) The total price of the support services is calculated from the offered conditions of the currently valid price list of the acquired licenses plus the respectively valid value added tax. A granted discount on the purchase price of the licenses does not affect the price of the support services.
(2) The remuneration shall be paid in advance after conclusion of the contract. In the event of renewal, the fee must be paid in advance at the beginning of the extension period.
(3) If additional licenses of the Weileder IT Services Management Suite are acquired by the customer during the term of the contract, the price of the maintenance contract increases pro rata temporis according to the purchase price of the new licenses and the remaining term.
(4). The warranty period for updates or releases is 12 months from acceptance.
Unless already otherwise regulated by priority, Weileder IT Services is entitled to amend or supplement these terms and conditions as follows:
The contractor will inform the client of the changes or additions at the latest six weeks before they take effect in text form. If the client does not agree with the amendments or additions to the terms of the contract, he may object to the changes with a notice period of one week at the time when the changes or additions are intended to take effect. The contradiction needs the text form. If the client does not contradict, the changes or additions to the terms of contract shall be deemed approved by him. The contractor shall particularly inform the client of the intended meaning of his behavior by notifying the changes or additions to the terms of the contract.
(1) The assignment of claims shall only be permitted with the prior written consent of the other Contracting Party. The consent may not be unfairly refused. The regulation of § 354 a HGB remains unaffected.
(2) A right of retention can only be asserted for counterclaims arising from the respective contractual relationship.
(3) The contracting parties may only set off against claims which have been legally established, are undisputed or have been recognized by Weileder IT Services. The assignment of claims against Weileder IT Services is excluded.
(4) All changes, additions and terminations of contractual agreements must be made in writing, as must the revocation of the written form requirement, unless this contract provides for the text form.
(5) German law applies. The provisions of the UN Sales Convention do not apply.
(6) Exclusive place of jurisdiction for all contractual disputes is the seat of the company in Frankfurt / Main. Unless the order confirmation indicates otherwise, our place of business is the place of performance.
(7) If any of the above provisions are or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected. The wholly or partially ineffective provision shall be replaced by a provision whose economic success comes as close as possible to the ineffective.
From: January 2020