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Our Terms and Conditions (T&C) are versioned and apply depending on the date of contract conclusion, unless otherwise agreed. You can expand and view the applicable version at any time. The title of each section refers to the corresponding 'Effective From' date. Please note that the version of the T&C valid at the time of contract conclusion is the one applicable to your contract.
Disclaimer: This is a machine translation of the original German version of the General Terms and Conditions of Freonit GmbH. This English translation is provided for convenience and information purposes only. In the event of any discrepancy or dispute, only the German version is legally binding.
1.1 These General Terms and Conditions of Service apply to all contracts of Freonit GmbH, Liethberg 15, 24576 Bad Bramstedt ("Freonit") with companies within the meaning of § 14 BGB (German Civil Code), a legal entity under public law or a special fund under public law ("Customer") for the provision of IT services (consulting, development, etc.). General terms and conditions of the Customer shall only apply if and to the extent that Freonit expressly agrees to these terms and conditions.
1.2 All services of Freonit are rendered on the basis of these contractual terms and conditions. They also apply as a framework agreement for future services in connection with the provision of IT services between Freonit and the Customer, without the need for a renewed reference in each individual case.
2.1 Freonit acts as an external IT service provider for the Customer. These General Terms and Conditions of Service regulate the framework conditions of the cooperation. Freonit prepares an offer for the respective project, which contains the specific service description, the legal nature of the cooperation (e.g. contract for work, lease or service contract), the duration of the activity, the contact persons and the remuneration. Acceptance of the offer shall constitute the conclusion of the contract.
2.2 In the event of contradictions, the provisions in the offer shall take precedence over these GTC.
3.1 Freonit will carefully fulfill the orders placed with it to the best of its knowledge and belief in accordance with the usual quality standard and its high professional qualification.
3.2 Freonit will organize its performance time according to its dutiful discretion and will keep a corresponding performance record of the hours it has performed. Freonit's working hours are Mon - Fri from 08:00 to 18:00 with the exception of national holidays.
3.3 Freonit determines the time and place of performance itself. If required, Freonit can also access the Customer's systems remotely. Necessary on-site appointments will be agreed between the parties.
3.4 Freonit is not subject to any instructions from the Customer when carrying out the assigned activities. Technical specifications of the Customer will of course be observed insofar as this is necessary for the proper execution of the contract. Freonit has no authority to issue instructions to the Customer's employees. Deadlines are considered binding if they are expressly agreed as binding in text form.
3.5 Freonit will use its own resources (e.g. software and hardware) for the execution of the order, unless otherwise agreed in the offer.
3.6 Freonit will document development services technically in the software (developer documentation), unless otherwise agreed, e.g. the use of a documentation tool of the Customer. User documentation is only owed if this is expressly agreed in the individual contract.
3.7 Training will only be provided if this has been expressly agreed.
3.8 Freonit may commission subcontractors with the execution of the service or parts of the service if the Customer approves this. It will only refuse its approval for technical reasons or reasons relating to the person of the subcontractor. Freonit is responsible for the performance of the subcontractor as for its own performance.
4.1 Freonit provides the following services, if specified in the offer:
4.2 The agreed availability (service level) is deemed to be fulfilled if the following values are not fallen short of during the measurement period of one calendar year:
Indicator: Service Level
The availability of the software refers to the availability of the software and the Internet connection of the data center. Availability is guaranteed in accordance with the table above. Availability is monitored by the data center to measure the service level. During the maintenance windows, there may be restrictions due to maintenance work or data backups. These do not count as a shortfall in availability.
4.3 The Hosting / SaaS service does not include
The Customer can order these services separately.
5.1 The Customer will provide Freonit with the necessary support to successfully provide the contractual service in terms of content and on schedule. In particular, he will provide all necessary information and documents, carry out tests for programming services and provide the necessary test data.
5.2 The Customer shall appoint a contact person for the project who is authorized internally to make all decisions necessary for the cooperation.
5.3 If the service is agreed as a contract for work, the Customer will provide Freonit with the complete specification including the acceptance criteria before the start of the project.
5.4 The Customer grants Freonit all IT access authorizations required for the execution of the order and provides remote access.
5.5 The Customer will, in particular in the case of orders relating to his SAP, provide without being asked all information about which restrictions regarding his SAP licenses are to be observed by Freonit (e.g. if certain functions are not licensed and therefore may not be used).
6.1 If deviations from the agreed procedure become necessary during the provision of services due to technical difficulties or due to changed requirements, the following shall be communicated before the start of implementation
6.2 Freonit will submit the change request to the Customer for review. The Customer will review and decide on the change request within five working days. Once signed, the change request becomes part of this contract.
6.3 If the parties are unable to reach an agreement on the change request, the order shall be continued without the change. If continuation without the change is not reasonable, either party may terminate the contract after giving prior notice and setting a deadline of a further seven days. The services rendered up to the end of the contract in the event of such termination shall be invoiced by Freonit and paid for by the Customer.
7.1 Freonit grants the Customer an exclusive, temporally and geographically unlimited and transferable right of use and exploitation of the work results that arise from Freonit's work for the Customer. This includes the right to edit, publish and reproduce for all known and as yet unknown types of use.
7.2 Freonit shall also hand over the source code to the Customer in the case of individual developments.
7.3 Freonit is not obligated to check the licensing of the Customer with regard to his existing IT systems (e.g. SAP) or to advise him in this regard.
7.4 Freonit warrants that all work results are free of third-party property rights and that no other rights exist that exclude or restrict contractual use by the Customer.
7.5 If third parties nevertheless assert rights, the contractual partners shall inform each other and coordinate the further procedure. Freonit will, at its discretion, replace the objectionable parts of the work results with non-objectionable parts or relicense the missing rights. Freonit shall indemnify the Customer against any disadvantages in this context and shall in particular assume all necessary expenses of the Customer such as court costs and lawyer's fees incurred as well as fees or compensation payments awarded to third parties due to copyright infringements.
8.1 If the service is agreed as a contract for work and services, the following provisions apply: Upon comple-tion of the project, Freonit shall make the work available to the Customer for acceptance. The Customer shall carry out the acceptance on the basis of the acceptance criteria stated in the specification at his own expense within a period of 14 days.
8.2 If acceptance fails, the Customer shall provide Freonit with a list of all defects found, categorized according to the criteria "preventing acceptance" and "not preventing acceptance". After a reasonable period of time, Freonit must provide a defect-free version of the work that is ready for acceptance and offer the service again for acceptance. As part of the subsequent inspection, only the recorded defects will be inspected, insofar as they can be the subject of an isolated inspection in terms of their function.
8.3 If acceptance fails twice, the Customer may either demand that the defects be rectified again, reduce the contract or withdraw from the contract. The right to substitute performance or compensation is excluded.
8.4 The Customer may not refuse acceptance due to insignificant defects. Irrespective of this, Freonit will also rectify insignificant defects within a reasonable period of time.
8.5 In order to be able to classify any defects that occur, the following defect classification is agreed:
8.6 If the Customer does not declare acceptance of the work, although he would be obliged to do so, the work shall be deemed to have been accepted four weeks after expiry of the acceptance period. This shall also apply if the Customer uses the service productively.
9.1 Unless otherwise defined in the offer, invoicing shall be carried out on a monthly basis upon submission of the performance record at the hourly rate specified in the offer during the performance period in accordance with 3.2. If Freonit provides services outside these times at the request of the Customer, a surcharge of 50% shall be charged. Hours commenced will be invoiced to the nearest 15 minutes. A person-day contains eight service hours without breaks. Additional or fewer services will be charged pro rata.
9.2 In addition, all travel times are charged at a reduced hourly rate of 50%. Travel by car is reimbursed at EUR 0.50/km as travel expenses. Other travel expenses such as accommodation, air or rail travel, etc. will be invoiced on the basis of actual costs (rail: 2nd class up to 400 km, otherwise 1st class; economy air travel in Europe, business worldwide; accommodation at least 3 stars).
9.3 All invoices are due 30 days after invoicing without deduction of discount.
9.4 In the case of continuing obligations, the contracting parties will discuss the prices for the following year in good time before the end of the year. Freonit will take inflation and any increase in personnel costs into account when setting prices.
9.5 All prices are net prices plus the statutory value added tax.
10.1 If Freonit defaults on a bindingly agreed deadline, the Customer may set a reasonable grace period, which may not be less than 14 days, with the declaration that further services will be refused after the expiry of this grace period. If this grace period expires without success, the Customer may claim a reduction in price or withdraw from the contract. Claims for damages or substitute performance are excluded.
10.2 If defects occur in a contractual service, the Customer shall report these to Freonit in a comprehensible form, stating relevant information that enables the error to be rectified.
10.3 The prerequisite for all warranty claims is that the defect is reproducible and is reported in a comprehensible manner or can be demonstrated by machine-generated output.
10.4 The Customer shall support Freonit within reasonable limits in the elimination of defects through information, tests, provision of test data, etc.
10.5 Freonit will eliminate the defect within a reasonable period of time and, in the case of serious defects, will provide a workaround before the final correction, if possible, so that the defect no longer has any serious effects.
10.6 If the rectification of the defect fails for the second time, the Customer may either demand that the defect be rectified again, reduce the individual contract or withdraw from the individual contract. The right to substitute performance or compensation is excluded.
10.7 There are no warranty claims for services in which the Customer or third parties have interfered or which have been modified by the Customer or third parties. This does not apply if the Customer proves that the intervention is not the cause of the defect.
10.8 Freonit may charge the Customer for the expenses incurred if Freonit takes action based on a defect report and either there is no defect (e.g. user error, use of formats other than those specified) or the service was changed by the Customer or a third party, the defect is due to force majeure or the reported defect cannot be reproduced.
10.9 The warranty period for work services is 12 months from acceptance.
10.10 There is no warranty for services.
11.1 Freonit guarantees the service times agreed under § 3 para. 2. Should these service levels be undercut, Freonit will grant a credit note in the amount of one day's remuneration (1/30th of a month's remuneration) for each commenced day of undercutting. If the agreed service level is not met three times within one year, the Customer is entitled to terminate the contract with one month's notice to the end of the following month. Other warranty rights are excluded.
11.2 The Customer must notify Freonit of defects in text form immediately after discovery and describe the defect in such detail that Freonit can understand it.
11.3 Defects will be remedied by Freonit through supplementary performance. The Customer can only reduce the contract if the supplementary performance has failed for the second time. In the event of serious defects (= serious system impairment resulting in limited usability, i.e. essential parts required for the operation and use of the system cannot be used), the Customer is then also entitled to terminate the contract with a notice period of one month to the end of the following month. Self-remedy and the right to compensation are excluded in all cases.
11.4 If the cause of a defect reported by the Customer is due to circumstances for which Freonit is not responsible (such as non-compliance with operating or maintenance instructions, incorrect operation, interference by third parties), Freonit is entitled to invoice the service used to rectify the defect/error in accordance with the prices and conditions agreed in this contract.
11.5 If the Customer requests that maintenance work be carried out at a location specified by him, the additional working time and travel costs incurred for this shall be charged at the agreed or usual hourly rates or flat rates of Freonit.
The parties shall be liable to each other for damages resulting from injury to life, body or health in accordance with the statutory provisions. For other damages, they shall only be liable (subject to the next sentence) for intent and gross negligence. For other damages that are based on the breach of an obligation, the fulfillment of which makes the proper execution of the contract possible in the first place and on the observance of which the other party to the contract may regularly rely, there is also liability for simple negligence, but limited to the damages foreseeable at the time of the breach of contract. The above provisions shall also apply to breaches of duty by vicarious agents of the parties. Liability under the Product Liability Act and liability for damages arising from the breach of guarantees shall remain unaffected by the above provisions.
The parties mutually undertake to treat all relevant business matters and processes of the other contracting party (in particular business secrets) as well as all confidential information as strictly confidential even after the end of this contract and to carefully store all documents and records provided to them, to protect them from access by third parties and to return or delete them after the end of the contract without being requested to do so.
14.1 The contracts shall run for an indefinite period if no term is defined in the offer.
14.2 The respective order can be terminated by either party at any time with a notice period of six months to the end of the month, unless otherwise defined in the offer. In addition, the right to extraordinary termination for good cause remains unaffected.
14.3 Any termination must be in writing.
14.4 All services provided by Freonit up to the end of the contract will be invoiced and paid for by the Customer.
15.1 Freonit is entitled to name the Customer as a reference Customer.
15.2 The Customer permits Freonit to use its logo for reference and marketing purposes, e.g. on the Freonit website and for advertising materials, and to participate in success stories to a reasonable extent. All publications by Freonit shall be made in coordination with the Customer's marketing department.
16.1 Side agreements, amendments and extensions of projects, orders or other contracts under these General Terms and Conditions of Service must be made in writing or with a simple electronic signature via a signature provider such as currently Signable in order to be effective. This formal requirement cannot be waived or overridden either verbally or tacitly.
16.2 This contract is subject to the statutory provisions of the Federal Republic of Germany. The place of jurisdiction for all disputes arising from the contractual relationships on which these GTC are based is Bad Bramstedt.
