General Terms and Conditions of Business
§ 1 Scope of application
1. The following contractual terms and conditions apply exclusively in their valid version to all legal transactions between Betterspace GmbH and other companies, legal entities under public law or special funds under public law. They shall also apply to all future business relationships, even if they are not expressly agreed again. Any deviating purchasing or other conditions of the contractual partner are hereby expressly rejected.
2. Terms and conditions deviating from these contractual terms and conditions shall not be recognised unless Betterspace GmbH expressly agrees to their validity in writing.
§ 2 Subject matter of the contract
2.1 The contracting parties agree to co-operate in accordance with the specific, individual contractual agreement. Our offers are subject to change and non-binding.
2.2 The Betterspace GmbH solutions consist of hardware components, consulting solutions and software licence agreements, which can only be used successfully in combination with each other. Full utilisation is only possible with the login data provided upon conclusion of the contract.
2.3 In the case of orders or service and work contracts exceeding an amount of 1,000 euros, we are entitled to demand appropriate instalment payments.
§ 3 Conclusion of contract
3.1 A contract with Betterspace GmbH is concluded by sending the signed order or order offer by post, fax or e-mail.
3.2 The subject of the contract or the exact task description is described in the order offer.
3.3 The contract begins and ends on the specifically and individually agreed date.
3.4 The prices apply in accordance with our offer or order confirmation. Subsequently ordered additional services outside the scope of the offer will be charged according to the current price list of Betterspace GmbH.
3.5 All templates (images, graphics, existing buttons, lettering, logos, texts, data, etc.) required for the creation of HTML pages, Flash films, Java scripts, databases and programmes shall be provided by the contractual partner in electronic form, unless otherwise agreed. Unless otherwise agreed, the formats JPG, PNG, GIF or TIF (IBM-PC format) are binding for graphics. Any additional costs incurred shall be invoiced on a time and material basis.
§ 4 Contract term/cancellation
4.1 The minimum term of the software licence agreement shall be bindingly stipulated with the individual contractual partner, beginning with the activation of the contractual partner account, unless otherwise stipulated in the order confirmation. As a rule, the minimum term is 36 / 60 months, unless otherwise agreed.
4.2 The software licence agreement shall be extended by a further 12 months if the software licence agreement has not been terminated with a notice period of 3 months before expiry of the minimum contract term or the extended contract term.
4.3 The cancellation of all contracts concluded with Betterspace GmbH must be in text form (e.g. in writing, by letter, fax or e-mail) in order to be effective.
4.4 If the customer is in arrears with payments of a not insignificant amount, of at least two full monthly instalments, Betterspace GmbH is entitled to temporarily suspend further services from the same legal relationship to which Betterspace GmbH has committed itself and to make all outstanding amounts from this relationship due immediately. In this case, any agreed dates or deadlines for the execution of outstanding deliveries and services on the part of Betterspace GmbH shall lapse without the need for a special reference to this by Betterspace GmbH.
§ 5 Right of use/availability
5.1 If the contractual partner does not wish to extend the software licence contract and has also terminated the contract in due time, the software licence loses its validity at the end of the contract and is deactivated.
5.2 The contractual partner receives the non-exclusive, non-transferable and non-sublicensable right to use the software licence for the duration of the software licence agreement, starting on the day the contractual partner account is activated, but not before the hardware is handed over to the contractual partner.
5.3 Betterspace GmbH shall provide updates of the software produced and provided by Betterspace GmbH. Other services are only provided by Betterspace GmbH for a separate fee.
5.4 Updates are version changes that are published within a version or generation of the software (e.g. service releases, updating of the software, adaptation of the software to changed mandatory legal regulations or standards, extension of the software by small features, general further development of the performance, supplementation of the software documentation).
5.5 Updates are also new software generations that can be recognised by the new version number when they are released and are assigned to the same product line.
5.6 Updates are generally only offered within the latest software version. However, updates for older software versions may also be provided subsequently by Betterspace GmbH upon separate request by the contractual partner.
5.7 Betterspace GmbH is free to decide whether the changes are offered as an update, as additional software or as a new product.
5.8 Support services are only those services of Betterspace GmbH that do not consist of the provision of the statutory warranty for defects.
5.9 The contractual partner acquires from Betterspace GmbH the provision of support services in the sense of support, advice and assistance in the use and operation of the software via ticket system or by telephone.
5.10 The support services refer exclusively to the product licences purchased by the contractual partner from Betterspace GmbH.
5.11 Betterspace GmbH reserves the right to delegate support services to authorised third parties who will perform the services owed on behalf of Betterspace GmbH.
5.12 The following services are not subject to these terms and conditions and will be charged separately according to an offer to be made at the request of the contractual partner:
- Consultancy and training of employees of the contractual partner, elimination of errors on site as well as services for the elimination of consequential damage, the cause of which is not adequately causally based on a defect in the software;
- Services that arise as a result of an update (training courses, form changes, report adjustments, etc.) are invoiced on a time and material basis and must be requested separately;
- Correction of software errors for which Betterspace GmbH is not responsible or which are not covered by the warranty.
§ 6 Data protection
6.1 As part of the amendment of the General Data Protection Regulation (GDPR) on 25 May 2018, Betterspace GmbH applies these regulations without restriction. Our company’s new data protection agreement also came into effect on this date. This is available on our website for anyone interested and every business partner. It can also be requested directly from our appointed data protection officer. The data protection conditions are based on the following principles:
- Lawfulness of data processing in accordance with the provisions of the GDPR
- Compliance with the principles of transparency
- Compliance with the regulation on prohibition with reservation of authorisation
- Purpose limitation of each data processing process in accordance with Art. 6 para. 4 GDPR
- Achievement of the highest possible data minimisation in accordance with Art. 5 para. 1 lit. c GDPR
6.2. the data collected by us is protected by numerous technical and organisational measures. This applies to our own data as well as the data of the contractual partner and, as far as accessible to us, the data of the contractual partner’s end customer.
6.3 In order to optimise the effectiveness of the GDPR, we assume that the contractual partners of Betterspace GmbH also apply the GDPR in full. A review of each contractual partner cannot be carried out, so that we assume proper application. If this is not the case, we will not assume any liability for violations.
6.4 In the event of a breach of the GDPR by a contractual partner that becomes known to the public, Betterspace GmbH reserves the right to terminate the business relationship immediately and without notice for good cause. Damage becomes known to the public if it is publicised in the press, on the radio or on the Internet. A claim for damages does not exist in such a case.
§ 7 Prices
7.1 Unless otherwise agreed in writing, the hardware and software prices of Betterspace GmbH apply.
7.2 Payment of the hardware price is due upon conclusion of the contract and must be paid before the hardware is handed over. An invoice will be sent to the contractual partner immediately after receipt of the order confirmation.
7.3 Payment of the purchase price must be made to the account specified in the offer.
7.4 After activation of the contractual partner’s account, payment of the software licence for the contractually agreed and stipulated period of use is due as a one-off payment. An invoice will be sent to the contractual partner immediately on the day the contractual partner account is activated.
7.5 If the contractual partner extends the software licence for a further 12 months under the conditions described in the contract or if the notice period of at least 3 months before expiry of the minimum contract term or the extended contract term is not observed, the contractually agreed software licence fee shall be due as a one-off payment in accordance with the terms of the invoice, which is received by the contractual partner in writing by e-mail immediately after the software licence extension.
7.6 The invoice amount must be credited to the account specified in the invoice no later than the 10th day after receipt of the invoice.
§ 8 Delivery/availability of goods
8.1 If the contractually agreed goods are available, they shall be delivered to the address specified by the contractual partner immediately after receipt of the order confirmation and receipt of payment of the hardware costs, unless otherwise agreed with the contractual partner.
8.2 Delivery dates or deadlines are specified in the order confirmation. In the event of delays in delivery, the contractual partner shall be informed immediately by e-mail or telephone, as well as in the event of temporary unavailability of the products.
8.3 Partial deliveries are permitted.
§ 9 Installation
9.1 The hardware shall be installed by the contractual partner. If stipulated separately in the contract, the hardware can also be installed by Betterspace GmbH. Any additional costs incurred shall be borne by the contractual partner.
9.2 The installation and activation of the software licence is carried out by Betterspace GmbH. For this purpose, the contractual partner must provide unlimited access to the Internet at the time of installation.
9.3 The integration of the hardware into the Betterspace GmbH solution is carried out by Betterspace GmbH. For this purpose, the delivered hardware must be properly installed at the time of installation, so that only a check by Betterspace GmbH is required.
§ 10 Retention of title
10.1 The delivered hardware remains the property of Betterspace GmbH until full payment of all claims regarding the hardware costs from the contract. Betterspace GmbH is also authorised to temporarily revoke the rights of use to the software and to temporarily block access to the software.
10.2 The contractual partner is obliged to treat the hardware with care as long as the ownership has not yet been transferred to him.
§ 11 Warranty/liability for defects
11.1 If the contractual partner has received defective goods from Betterspace GmbH, the contractual partner is entitled to demand subsequent fulfilment, to withdraw from the contract or to reduce the purchase price within the framework of the statutory warranty provisions.
11.2 Betterspace GmbH shall be liable in the event of a defect in accordance with the statutory provisions, insofar as no restrictions result from the following. (a) The contractual partner must notify Betterspace GmbH in writing of obvious defects, i.e. material, manufacturing or transport defects, within two weeks of delivery of the goods. If the notification is not made within the specified period, the warranty rights with regard to these obvious defects expire. This shall not apply if Betterspace GmbH has fraudulently concealed the defect or has assumed a guarantee for the quality of the goods. (b) During the aforementioned period, the contractual partner has the option of choosing subsequent fulfilment through free exchange or free repair of the goods. The contractual partner must return the goods delivered to him immediately after notification of the respective defect. (c) If the subsequent fulfilment of Betterspace GmbH by exchange or repair fails twice, the contractual partner is entitled to demand withdrawal or reduction at his discretion. Betterspace GmbH shall not be liable for damages that have not occurred to the delivery item itself, in particular Betterspace GmbH shall not be liable for lost profits or other financial losses of the contractual partner.
11.3 Claims for defects arising from the sale of hardware are subject to a limitation period of twelve months, beginning with the transfer of risk (usually on the day of handover/installation of the Betterspace GmbH solution or after the successful activation of the customer account set up).
11.4 Claims for defects do not exist in the case of only insignificant deviation from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear as well as in the case of damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive use or due to special external influences that are not provided for in the contract. If improper repair work or modifications are carried out by the contractual partner or third parties, no claims for defects shall exist for these and the resulting consequences.
11.5 Compensation in lieu of performance can only be claimed within the scope of liability for defects in the event of wilful intent and grossly negligent breach of duty by our legal representatives or vicarious agents.
11.6 The sale of used goods (refurbished items) is subject to the exclusion of any liability for material defects. Betterspace GmbH does not assume any guarantees, assurances, quality agreements or other liability for the object of purchase. Liability for damages due to injury to health, body or life and grossly negligent and/or intentional injuries remains unaffected.
11.7 For the inspection and scrapping of devices outside the regular returns process, a processing fee of €5.00 net per device will be charged.
§ 12 Liability
12.1 We shall only be liable for damages other than those resulting from injury to life, body and health of the contractual partner if these are based on intentional or grossly negligent action or on a culpable breach of a material contractual obligation (cardinal obligations) by us or our vicarious agents. Any further liability for damages is excluded.
§ 13 Place of jurisdiction
13.1 This contract and all legal relationships between the parties are subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.
13.2 If the contractual partner is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from contractual relationships between the contractual partner and the provider is the registered office of the provider.
13.3 The competent court is located in Erfurt, Thuringia.
§ 14 Other provisions
14.1 The contractual partner is not authorised to assign its claims arising from the contract.
§ 15 Confidentiality & data protection
15.1 The contractual partner is hereby informed in accordance with § 33 para.1 of the Federal Data Protection Act and § 3 para.5 of the Teleservices Data Protection Act that the company Betterspace GmbH processes its address in machine-readable form and for tasks arising from the contract.
15.2 If the company Betterspace GmbH uses third parties to provide the offered services, the company Betterspace GmbH is authorised to disclose the contractual partner data if this is necessary to ensure the operation.
15.3 The company Betterspace GmbH guarantees that all persons commissioned by the company Betterspace GmbH with the fulfilment of the contract know and observe the relevant data protection regulations in their respective valid version. The contractual partner is not authorised to obtain data or information not intended for him or the third party by means of Betterspace GmbH services.
§ 16 Severability clause
Should any provision of these General Terms and Conditions be invalid, this shall not affect the validity of the remaining provisions.
§ 17 Addition
The company Betterspace GmbH undertakes that as a contractor/service provider it will observe the applicable Minimum Wage Act (MiLoG) and pay its employees the minimum wages prescribed by this law.