GENERAL TERMS OF SERVICE OF BUSINESS SYSTEMHAUS AG

I. GENERAL PROVISIONS

All contracts and business relations between Business Systemhaus AG and the client are exclusively based on the following General Terms and Conditions (GTCs). Deviating and/or supplementary terms and conditions of the client will only become part of the contract if Business Systemhaus AG has agreed to the inclusion of these General Terms and Conditions in writing. Conflicting terms and conditions of the client will not become part of the contract, even without express objection. Verbal collateral agreements, supplements or contract amendments require the written confirmation of Business Systemhaus AG to become effective. This also applies to contract components and ancillary agreements that deviate from these GTCs.

II. SUBJECT MATTER AND TIME OF PERFORMANCE

Subject of performance
1. The subject of the service ordered from Business Systemhaus AG – in particular orders for the creation of software services or for the procurement of software services – will be defined between the parties in an individual agreement. A specification provided by the client is only binding for Business Systemhaus AG if Business Systemhaus AG has confirmed this in writing.
2. All services offered by Business Systemhaus AG are subject to change and non-binding. A contract is only concluded between Business Systemhaus AG and the customer when the order has been confirmed in writing by Business Systemhaus AG. Otherwise, the contract with the customer is also concluded when Business Systemhaus AG begins with the delivery of the software, hardware, service or work on the order.
Time of performance
1. Performance periods, scheduled dates or deadlines are only binding for Business Systemhaus AG if Business Systemhaus AG has agreed to these binding periods or deadlines in writing. The obligation of Business Systemhaus AG to fulfill certain deadlines only begins when the preliminary services and preparatory work to be provided by the customer, which are necessary for the proper execution of the service by Business Systemhaus AG, have been performed.
2. If the customer is in default with a payment he has to make to Business Systemhaus AG, Business Systemhaus AG is entitled to stop further work without further reminder from this point on without being in default itself. Further rights of Business Systemhaus AG are not affected by this.

III. PAYMENTS

Agreed prices only represent a lump sum or fixed price agreement if they are expressly designated and agreed as such.
All prices of Business Systemhaus AG are exclusive of the applicable statutory value-added tax.
All invoices issued by Business Systemhaus AG within the scope of a contract with the customer are due for immediate payment strictly net. Cash discount will only be granted if this has been expressly agreed with the client in writing.
If the client defaults on his payment obligations, Business Systemhaus AG is entitled to charge interest in the amount of 5 percentage points above the respective prime rate.
In case of default of payment or other behavior contrary to the contract on the part of the client, Business Systemhaus AG is entitled, after the unsuccessful expiration of an appropriate grace period, to terminate possibly granted rights of use without observing a deadline and to demand the return of the provided software and hardware without otherwise withdrawing from the contract.

IV. COPYRIGHT AND GRANTING OF RIGHTS OF USE

Business Systemhaus AG grants the client the rights of use that must be transferred in order to fulfill the purpose of the contract. Unless otherwise agreed, Business Systemhaus AG grants the client a simple, non-exclusive right of use.
Business Systemhaus AG has the exclusive copyright to all work results provided by Business Systemhaus AG within the scope of service provision.
The customer of Business Systemhaus AG is not entitled to make the provided work results available to third parties. If the customer wishes to do so nevertheless, he must obtain the prior written consent of Business Systemhaus AG.
The software to be delivered to the customer is delivered without the source code. The source code is generally not part of the scope of delivery, unless otherwise agreed in writing between the parties. Extensions, maintenance and support, modifications of the software and installation of the same are not part of the scope of services of Business Systemhaus AG, unless otherwise agreed in writing.
If Business Systemhaus AG delivers prefabricated software of a third party to the customer, the scope of the transfer of rights is determined by the license terms of the respective manufacturer.
In the absence of an explicit written agreement, the customer of Business Systemhaus AG is not entitled to make changes or copies of the provided software, unless otherwise stated in the agreed license terms or in the license terms of the manufacturer.

V. WARRANTY

If the service provided by Business Systemhaus AG is defective or if the delivered goods are defective, Business Systemhaus AG is entitled to repair or replace the defective parts or the service provided. The warranty of Business Systemhaus AG only refers to the products delivered or services provided by Business Systemhaus AG. Business Systemhaus AG does not assume any warranty for software and hardware delivered by third party manufacturers. Minor defects do not entitle the client to withdraw from the contract.
In the case of rectification, Business Systemhaus AG is entitled to access the client’s computer via remote data transmission equipment in order to carry out defect analyses and corrections. Costs incurred for the purpose of subsequent performance are to be reimbursed to Business Systemhaus AG if these costs have arisen because the object of performance has been transported to a place other than the original place of delivery.
The warranty of Business Systemhaus AG does not refer to the proper functioning of an entire system, unless otherwise agreed upon.
The limitation period for warranty claims is one year.

VI. LIABILITY

The liability of Business Systemhaus AG is excluded for negligent breaches of duty, provided that no essential contractual obligation has been breached by Business Systemhaus AG. Furthermore, the liability of Business Systemhaus AG for negligent breaches of duty is excluded insofar as this does not involve damage to life, body or health, guarantees for the quality of the object of purchase or claims under the Product Liability Act. This also applies to the vicarious agents employed by Business Systemhaus AG.
The customer of Business Systemhaus AG is obligated to create the usual backup copies in EDP in order to keep damages caused by data loss as low as possible. In the event of data loss and associated consequential damages, Business Systemhaus AG is only liable for the costs of any data transfer from the backup copies.
Further claims of the customer, especially for loss of profit or business interruption damages are excluded.
As far as Business Systemhaus AG is liable due to legal regulations, the limitation of liability does not apply. The limitation of the warranty to a period of 1 year also does not apply if such a limitation is not permitted by law.

VII. RESERVATION OF OWNERSHIP

The deliveries and services provided by Business Systemhaus AG remain the property of Business Systemhaus AG until full payment has been made by the customer. If the manufacturer or the supplier already has a reservation of title to the delivery item, Business Systemhaus AG acquires an expectation of transfer of title in place of ownership.

VIII. DOCUMENTATION

The customer of Business Systemhaus AG will receive online help in the system or a corresponding user manual for the standard software according to the manufacturer’s specifications as program documentation and work aid. For the other software, including customer-specific programs, the customer will receive, if ordered by the customer, an installation manual and, at the discretion of Business Systemhaus AG, an online help or program description.

IX. DEFAULT OF ACCEPTANCE

If the customer does not accept the subject matter of the contract from Business Systemhaus AG on the agreed date, Business Systemhaus AG is entitled to set a reasonable grace period. After expiration of this period, Business Systemhaus AG is entitled to withdraw from the contract and/or to claim damages. In this case (claim for damages) Business Systemhaus AG is entitled to claim 20% of the agreed gross price plus the remuneration for already performed work and consumed material as compensation without proof of the occurrence of a damage.

The customer of Business Systemhaus AG reserves the right to prove that Business Systemhaus AG has not incurred any damage or only a lesser damage. Furthermore, Business Systemhaus AG reserves the right to claim a higher actual damage.

X. OBLIGATION TO GIVE NOTICE OF DEFECTS

The customer shall inspect the services provided by Business Systemhaus AG immediately after delivery, insofar as this is feasible in the ordinary course of business.

If this inspection reveals a defect, the customer is obliged to notify Business Systemhaus AG of this defect without delay. Notification is considered immediate if it is made within two working days after the defect has been detected. If the customer fails to comply with this obligation to give notice of defects, the goods shall be deemed to have been approved.

XI. DATA PROTECTION, CONFIDENTIALITY

The data necessary for business transactions, complaints and service provision are stored by Business Systemhaus AG with the help of EDP. All personal data will be treated confidentially by Business Systemhaus AG and will not be passed on to third parties for the purpose of advertising or market research. By placing an order, the customer agrees that the data necessary for the fulfillment of the contract will be stored by Business Systemhaus AG.
As far as the customer provides Business Systemhaus AG with trustworthy data, for which he considers a special interest worthy of protection, Business Systemhaus AG is to be informed of this prior to the transfer of this data.
XII. JURISDICTION
For all disputes arising from the contractual relationship with a customer, the local or regional court in Bayreuth has exclusive jurisdiction. However, Business Systemhaus AG is entitled to take legal action at the client’s place of business. The place of performance for all claims arising from the contract concluded with the client is Bayreuth.

XIII. OTHER PROVISIONS

The legal relationship between Business Systemhaus AG and the client is governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods.
Should any provision of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions. Instead, the invalid provision shall be replaced by a provision that corresponds to the meaning and purpose of the invalid provision in economic terms.