General terms and conditions

ruhrdot GmbH

Bismarckstraße 5

45128 Essen

Hereinafter referred to as Ruhrdot

1. Scope

1.1 The general contract conditions apply both to contracts for the sale or delivery of movable property, including software (“goods”), regardless of whether Ruhrdot manufactures the goods itself or purchases them from suppliers (Sections 433, 650 BGB) and to the provision of services or work, insofar as these relate to licensing, delivery, service, adjustment, maintenance, creation, integration via API or other services of software.

Unless otherwise specified in the contract with the customer, these general terms and conditions also apply to other software and hardware specified in the offer. This applies in particular to products from upstream suppliers.

1.2 Until a change is made, the general contract conditions apply to all future transactions with the customer.

1.3 In order to maintain flexibility within the contractual terms, ruhrdot may change the provisions of the contractual terms and performance-related terms of a contract by giving notice of 1 month. Retrospective changes to the regulations are excluded. The changes apply to new orders, contract extensions and contracts under which ongoing and recurring services are provided (e.g. maintenance contracts). If the customer does not agree with the notified change, he has the right to object to the change by notifying ruhrdot in writing up to the planned time for the change to take effect. If he does not exercise this right, the amendment is considered approved. Ruhrdot will inform the customer of these consequences separately in a message.

1.4 ruhrdot. only acknowledges conflicting or deviating terms and conditions of the customer with express written confirmation. This consent requirement applies in any case, for example even if we carry out the delivery to the customer without reservation in knowledge of the customer's general terms and conditions.

1.5 Insofar as ruhrdot employees provide guarantees, these are only effective if they are confirmed in writing by ruhrdot management. Legally relevant declarations and notifications to be submitted by the customer to us after conclusion of the contract (e.g. setting deadlines, notifications of withdrawal or reduction) must be made in writing or text form in order to be effective. Statutory formal requirements and further evidence, in particular in the event of doubts as to the legitimacy of the declarant, remain unaffected.

1.6 The general contract conditions apply only to companies and to legal entities under public law or special funds under public law.

2. Remuneration and Payment

2.1 The remuneration for the objects of the contract and the conditions of use on which they are based are set out in the offer. The same applies to the maintenance fees applicable at the time the contract is concluded.

2.2 The customer owes the remuneration agreed in the offer for the use of ruhrdot's services during the contract period. The remuneration may consist of a one-off amount, a fixed monthly basic amount, a volume-dependent amount or a monthly usage amount that depends on the number of booked or used usage units.

2.3 In addition, ruhrdot charges the customer for the services as a fixed price or according to expenses on the basis of their current price list, unless the contractual partners have expressly agreed otherwise in individual cases. ruhrdot can invoice monthly according to work progress and partial deliveries. The specification of the services provided and the working time spent on them are recorded by RuhrDot employees and presented to the customer with the invoice.

2.4 Travel expenses, travel times, etc. are paid separately.

2.5 All prices are exclusive of value added tax at the applicable rate.

2.6 All payments are due and payable within 10 days of invoicing. However, even within the framework of an ongoing business relationship, ruhrdot is entitled at any time to provide a service in whole or in part only against advance payment. A corresponding reservation will be declared at the latest with the order confirmation.

2.7 Upon expiry of the above payment period, the customer is in default. During the period of delay, interest is payable at the applicable statutory default interest rate. We reserve the right to claim further damage caused by default. Our claim to the commercial due interest (§ 353 HGB) against merchants remains unaffected.

2.8 Without prejudice to his right to refuse payments due to missing or faulty services, the customer is not authorized to withhold payments. He can only offset similar claims that have been legally established or recognized by Ruhrdot. The offsetting is made by declaration to the other part. Notwithstanding the provision of Section 354a HGB, the customer cannot assign his claims to third parties (excluding factoring companies). For services that Ruhrdot obtains from third parties, offsetting the customer is excluded. Due to defects, the customer can only withhold payments to a proportionate extent, taking into account the defect. The prerequisite is that the defect exists beyond doubt.

2.9 If the customer defaults on payment, ruhrdot is entitled to make the provision of its own further services dependent on payment. Any resulting damage must be borne by the customer.

2.10 If the delivery or service date is later than three months after the conclusion of the contract, we are entitled, after timely notification to the customer and before performance of the service or delivery of the goods, to adjust the price of the goods or service in such a way as is necessary due to general price developments beyond our control (such as exchange rate fluctuations, currency regulations, customs changes, significant increases in material or manufacturing costs) or as a result of changes in suppliers. For deliveries or services within three months, the price valid on the date of conclusion of the contract applies in any case. In the case of framework contracts with price agreements, the three-month period begins when the framework agreement is concluded.

2.11 Delivery dates or availability agreed between customer and ruhrdot are only valid subject to timely fulfilment of all relevant advance payments and obligations to cooperate on the part of the customer. Costs arising from Ruhdot's lack of cooperation or failure to comply with agreed deadlines may be charged to the customer in addition.

3. Rights of use, industrial property rights, copyrights

3.1 In principle, the provision of our goods and services does not involve a transfer of rights of use to industrial property rights or copyrights to which we are entitled. Such a transfer is made only on the basis of a separate agreement. The copyright, patent rights, trademark rights and all other ancillary copyright rights to the software and other objects that Ruhrdot provides or makes available to the customer as part of the initiation and execution of the contract are exclusively owned by Ruhrdot in the relationship between the contractual partners. 3.2 If the customer has concluded a transfer of use agreement with Ruhrdot, he is entitled to contract the services provided by Ruhrdot and the software to which they belong in to use the established framework. In addition, the customer is only entitled to use the program to process their own data in their own company for their own purposes. Ruhrdot hereby grants the customer the powers necessary for this use as a simple right of use, including the right to correct errors.

3.3 If the customer makes use of outsourcing services from ruhrdot, ruhrdot grants him the non-exclusive, non-transferable right valid for the term specified in the offer to access the latest version of the software listed in the offer as part of ruhrdot's outsourcing service and to use it for his business operations.

3.4 ruhrdot may also use all services provided for the customer in other ways unless confidentiality is required under a confidentiality agreement.

3.5 In the event of intellectual property rights violations, we are entitled, at our option, to obtain the necessary property rights within a reasonable period of time or to provide the customer with a valid alternative solution.

4. Obligations of the customer

4.1 The customer himself is responsible for compliance with the legal accounting and storage periods.

4.2 If necessary for the provision of services, the customer is obliged to provide ruhrdot's employees and vicarious agents with access to the customer's IT systems by arrangement.

4.3 The customer is obliged not to use any hardware or software as part of outsourcing services contrary to ruhrdot's recommendations. Changes to the customer's IT systems or networks that could lead to an impairment of the outsourcing service can only be carried out with the prior consent of ruhrdot.

4.4 All personal access credentials such as login IDs, passwords and customer passwords must be kept secret and, if unauthorised third parties have become aware of them, must be changed immediately or have them changed by ruhrdot.

4.5 The customer is obliged to follow the applicable operating instructions.

4.6 The customer will cooperate to the extent necessary in any data protection tax audit that may take place. The same content of this clause also applies to ruhrdot.

5. Inspection and notification obligation

5.1 The customer assumes an obligation to examine and give notice of all RuhrDot deliveries and services within the scope of these General Contractual Terms and Conditions in accordance with Section 377 of the German Commercial Code. The customer must examine the delivered goods and immediately report any defects found to ruhrdot.

5.2 To maintain the rights, it is sufficient to send the notification in good time. Irrespective of this obligation to examine and give notice of defects (including incorrect and short delivery) immediately, but in any case within one week in text form, it being sufficient to send the notification in good time to meet the deadline as well. If the customer fails a proper inspection and/or notification of defects, our liability for the defect that has not been reported is excluded.

6. Customer rights in case of defects

6.1 We guarantee the compliance of the products and services we provide with the applicable regulations and standards in accordance with the laws of the Federal Republic of Germany. We do not guarantee compliance with other national regulations. When using the products abroad, the customer undertakes to check the conformity of the products with the relevant legal systems and standards himself and, if necessary, make adjustments.

6.2 The customer's rights in the event of material and legal defects (including incorrect and short delivery as well as improper assembly or faulty assembly instructions) are subject to the statutory provisions, unless otherwise specified below.

6.3 The customer's claims for defects require that he has complied with his statutory inspection and complaint obligations (Sections 377, 381 HGB). If a defect is discovered during the inspection or later, we must be notified of this immediately, but in any case within one week in text form.

6.4 If the delivered item is defective, we will, at our option, deliver or repair it (subsequent performance). The customer must grant us the opportunity to do so within a reasonable period of at least 30 working days. The customer must hand over the complained goods to us for inspection purposes. In the event of a replacement delivery, the customer must return the defective item to us in accordance with the statutory provisions. The repair does not include the removal of the defective item or the reinstallation if we were not originally obliged to install it.

6.5 We shall bear the expenses required for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs (not: dismantling and installation costs), if there is actually a defect, unless the expenses are increased by the fact that the item of delivery has subsequently been brought to a location other than the original place of delivery, unless the shipment is in accordance with its intended use. If there is actually no defect, we may demand reimbursement from the customer for the costs arising from the unjustified request for rectification of the defect (in particular inspection and transport costs), unless the lack of defect was not apparent to the customer.

6.6 If the subsequent performance fails, the customer may reduce the remuneration or withdraw from the contract. However, withdrawal is only permitted if the customer expressly threatens us to do so in writing with a reasonable further period of grace. In the event of an insignificant defect, there is no right of withdrawal.

6.7 Claims by the customer for compensation or reimbursement of futile expenses exist only in accordance with Section 9 and are otherwise excluded.

7. Liability and property rights of third parties

The legal regulations apply with the following proviso:

7.1 In all cases of contractual and extracontractual liability, ruhrdot shall pay compensation exclusively in accordance with the following limits:

7.2 In the event of intent in full, as well as in the absence of a condition for which Ruhrdot has provided a guarantee.

7.3 In the event of gross negligence, only in the amount of foreseeable damage that should be prevented by the breached obligation.

7.4 In other cases: Only as a result of a breach of an essential contractual obligation, if this jeopardizes the intended use, but always only in the amount of foreseeable damage. In this case, ruhrdot's liability is limited to the foreseeable damage typical of the contract, a maximum of 100% of the annual outsourcing or maintenance fees to be paid per claim. The same applies to reimbursement of futile expenses.

7.5 In addition: Insofar as Ruhrdot is insured against the damage that has occurred, as part of insurance coverage. ruhrdot undertakes to maintain business liability insurance during the term of the contract with the customer.

7.6 Liability for lost profit is excluded.

7.7 The limitations of liability do not apply to liability for personal injury and liability under the Product Liability Act.

7.8 ruhrdot. assumes no liability for subsequent damage, in particular for lost profit, loss of production, business interruption or loss of data, unless such liability exists under mandatory law.

7.9 ruhrdot. does not accept the objection of contributory fault. We are only liable for the recovery of data if the customer has secured the data in accordance with all usual and appropriate precautions. The customer releases Ruhrdot from all claims made by third parties based on illegal use of the services by the customer or with his approval. In particular, claims arising from data protection, copyright or other legal disputes associated with the use of the services are fully released by the customer upon first request from Ruhrdot.

7.10 In accordance with Section 278 BGB, ruhrdot is also liable for the third parties involved in accordance with the standards set out above.

7.11 The customer must immediately report any damage to ruhrdot in writing or have it recorded by ruhrdot so that ruhrdot is informed as early as possible in order to reduce the damage as far as possible.

7.12 If a third party makes claims against the customer due to infringement of property rights through the use of the contract items or other RuhrDot services, the customer will not recognize the alleged infringement of property rights and will only resolve disputes, including any out-of-court regulations, in agreement with Ruhrdot.

7.13 The claim is excluded if the customer himself is responsible for the infringement of property rights.

7.14 The warranty period is one year from delivery of the service.

8. Project acceptance confirmation

8.1 After completion of a project, ruhrdot is entitled to send or hand over a project acceptance confirmation to the customer, including the deadline for the return. The return period is 30 days. By signing the customer and returning the project acceptance confirmation in due time, the customer confirms that the project was carried out in accordance with the contract. Within this period, the customer has the opportunity to report defects in the project to ruhrdot. Until the repair is successful, the customer is entitled to withhold the project acceptance confirmation. Acceptance cannot be refused due to minor defects.

8.2 Acceptance is equivalent if the customer does not accept the project within the period specified by Ruhrdot.

9. Confidentiality

9.1 The parties will receive confidential information, in particular samples, cost estimates, drawings, documents, business intentions, personal data, problems, data and/or problem solutions and other know-how, regardless of content, as well as information obtained visually through inspection of facilities/facilities (hereinafter collectively referred to as “information”) about which they become aware of from the other party as part of the business relationship, during and after termination of the contractual relationship treat it confidentially, in particular not pass it on to third parties or use it without authorization for your own business purposes. The parties will also impose this obligation on their employees and vicarious agents.

9.2 The duty of confidentiality does not apply to information which, at the time of its disclosure to the other party, is already known outside the contractual relationship, has been developed by ourselves or lawfully acquired from third parties, is generally known or is state of the art or has been released by the contractual partner from whom it originates.

9.3 After termination of the contractual relationship, the parties must destroy all confidential information from the other party, whether in embodied or digital form, at the request of the party from whom it originates, or — insofar as technically possible with reasonable effort — irrevocably delete.

9.4 The parties comply with data protection rules, in particular when they are granted access to the other party's operations or information technology facilities. They take appropriate measures to ensure that their employees and vicarious agents also comply with these regulations.

9.5 The contracting parties agree to keep confidential all objects (e.g. software, documents, information) received or known to them by the other contracting party before or during the execution of the contract, which are legally protected or contain business or trade secrets or are described as confidential, even after the end of the contract, unless they are publicly known without breaching the confidentiality obligation. The contracting parties shall store and secure these objects in such a way that access by third parties is excluded.

9.6 The customer only makes the objects of the contract available to employees and other third parties who need access to perform their duties. He shall inform these persons that the objects must be kept secret.

9.7 ruhrdot processes the customer's data required for transaction transactions in compliance with data protection regulations.

10. Miscellaneous

10.1 If the customer is a merchant within the meaning of the Commercial Code, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is our registered office in Essen, Germany. If Ruhrdot files an action, it is also entitled to choose the place of jurisdiction at the customer's registered office. Ruhrdot also remains entitled to seek interim relief before the courts competent under the statutory provisions.

10.2 All legal relationships between ruhrdot and the customer are governed exclusively by the laws of the Federal Republic of Germany applicable to the legal relationships of domestic contracting parties, excluding the UN Convention on Contracts for the International Sale of Goods.

10.3 Should a provision of our terms and conditions be or become invalid, contain an inadmissible deadline or gap, the legal validity of the remaining provisions remains unaffected. Insofar as the invalidity does not result from the violation of Section 305 et seq. of the German Civil Code (Validity of General Terms and Conditions), what comes closest to the economic intent of the contractual partners shall be considered agreed in place of the invalid provision. The same applies in the event of a gap. In the event of an inadmissible period, the legally permissible period applies.

Last updated: June 13, 2023

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