1. SCOPE OF APPLICATION AND DEFINITIONS

1.1. The business relationship between SOS Software Service GmbH, Unterer Talweg 40, 86179 Augsburg (hereinafter referred to as “PROVIDER” for short) and the recipient of the services (hereinafter referred to as “CUSTOMER” for short, together also referred to here as “the PARTIES”), in particular with regard to contracts for the distribution of software (hereinafter referred to as “services” for short), shall be governed exclusively by these General Terms and Conditions.

1.2. The offer of the PROVIDER is aimed exclusively at entrepreneurs (§ 14 BGB) or traders.

1.3. Conflicting, deviating or supplementary general terms and conditions of the CUSTOMER shall not become part of the contract unless the PROVIDER expressly agrees to their validity. These General Terms and Conditions shall also apply if the PROVIDER performs services without reservation in the knowledge that the CUSTOMER’s terms and conditions conflict with or deviate from these General Terms and Conditions.

1.4. The version of the PROVIDER’s General Terms and Conditions valid at the time of conclusion of the contract shall apply.

1.5. These General Terms and Conditions shall also apply to all future service relationships between the PROVIDER and the CUSTOMER (in connection with the object of service offered) without the need for express inclusion.

1.6. Where the generic masculine is used in the following provisions, this is for reasons of simplicity only and does not imply any judgment.

2. CONCLUSION OF CONTRACT

2.1. The presentation of services on the website or in advertisements does not constitute a binding offer by the PROVIDER to conclude a contract. The CUSTOMER is hereby requested to submit an offer.

2.2. Employees of the PROVIDER are not authorized to make verbal collateral agreements.

3. PERFORMANCE

3.1. The specific scope of services shall result from the individual agreement between PROVIDER and CUSTOMER.

3.2. The PROVIDER is entitled to use the assistance of third parties to fulfill individual or all contractual obligations.

4. PRICES AND TERMS OF PAYMENT

4.1. The prices valid at the time of the offer or order confirmation shall apply to the PROVIDER’s services, unless other prices have been individually agreed. All prices are exclusive of value added tax.

4.2. The PROVIDER reserves the right to increase the prices appropriately after conclusion of the contract as soon as the vendors and/or licensors increase their prices.

4.3. Unless otherwise agreed, the CUSTOMER shall be obliged to make advance payment. The individually agreed payment terms shall apply.

4.4. If the CUSTOMER fails to perform a necessary act of cooperation and thereby prevents the PROVIDER from providing the service, the PROVIDER’s claim for payment shall remain unaffected in any case. In this case, however, the PROVIDER must take into account the expenses that it saves or fails to acquire.

4.5. The CUSTOMER may only exercise or assert a right of set-off or a right of retention with legally established or undisputed claims.

4.6. Unless otherwise contractually agreed in individual cases, additional costs (for example, but not limited to: freight costs, expenses, catering, additional props required) shall be borne by the CLIENT.

5. DELIVERY PERIODS, PARTIAL DELIVERY, PROVISION

5.1. The delivery period stated in the order confirmation is non-binding and does not constitute a binding commitment.

5.2. If there is a delay in the provision of the products, the provider shall not be liable for this unless the delay is due to intent or gross negligence on the part of the PROVIDER. In particular, the Provider shall not be liable for delays caused by force majeure, technical faults beyond the control of the PROVIDER or by the actions of third parties.

5.3. The supplier is entitled to make partial deliveries insofar as this is reasonable for the customer.

5.4. The provision of the products shall be deemed to have taken place as soon as the access data or other information required for use has been sent to the CUSTOMER electronically. A separate declaration of acceptance by the CUSTOMER is not required for this.

6. RIGHTS AND OBLIGATIONS OF THE PARTIES TO PERFORM THE AGREED SERVICES

6.1. The PROVIDER shall only provide all contractually agreed services from the time of conclusion of the contract.

6.2. The PROVIDER is not the vendor of the software provided and therefore does not guarantee the availability of the software. The provision is subject to the availability of the respective software on the part of the vendor. The PROVIDER is entitled not to fulfill the order if the vendor, supplier and/or licensor of the software does not distribute it at all or does not distribute it under normal commercial conditions at the time the order is placed. If the PROVIDER does not fulfill the order for these reasons, it shall inform the CUSTOMER immediately and reimburse any consideration already paid by the CUSTOMER.

6.3. The content and conditions of use of the software are defined solely by the vendor. The respective end user license agreement (“EULA”) of the vendor shall apply. The PROVIDER is not a contracting party in this respect.

6.4. The CUSTOMER has no claim to the provision of the source code of the software.

6.5. Unless expressly agreed otherwise in individual cases, the PROVIDER is not obliged to provide any other services beyond the mere provision of the software. In particular, the PROVIDER is not obliged to repair, install, configure or maintain software, unless the parties have expressly agreed otherwise.

6.6. No guarantee is given for the accuracy of the content provided to the PROVIDER by the CUSTOMER; the PROVIDER does not check the content.

6.7 Advice and provision shall be provided solely on the basis of the information provided by the CUSTOMER. The PROVIDER shall not be obliged to obtain any further information, in particular regarding the suitability of the software for third parties and/or end customers.

6.8. The CUSTOMER is not entitled to modify, copy or otherwise process software.

6.9. The CUSTOMER undertakes to comply with the license and/or terms of use of the vendor or licensor. When selling software to third parties and/or end customers, the CUSTOMER undertakes to oblige them to comply with the license and/or terms of use of the vendor or licensor.

6.10. Subject to any individual contractual provisions to the contrary (in particular any license provisions of the licensor or vendor), the CUSTOMER shall be entitled to resell the goods commercially.

7. DELAY

7.1. Any deadlines for the provision of services by the PROVIDER shall in any case not commence before the agreed remuneration has been paid in full by the CUSTOMER and all necessary acts of cooperation by the CUSTOMER have been provided in full.

7.2. If the CUSTOMER is in arrears with payments due, the PROVIDER reserves the right not to perform further services until the payments due have been settled.

7.3. The PROVIDER is entitled to terminate the contract for good cause in accordance with Section 626 (1) BGB and to discontinue all services. Good cause exists in particular if the CLIENT is in arrears with at least two installments due to the PROVIDER for an agreed installment payment. The PROVIDER is entitled to claim the entire remuneration that would be due by the next ordinary termination date as compensation. In this case, however, the PROVIDER must take into account the expenses that it saves or fails to acquire.

8. TERMS OF PAYMENT

8.1. Payment is possible by direct debit, prepayment and invoice.

8.2. In the case of payment by direct debit, the CUSTOMER undertakes to issue the PROVIDER with a corresponding SEPA business-to-business direct debit mandate immediately after conclusion of the contract and to ensure that the specified account has sufficient funds. The pre-notification of the direct debit will be sent no later than one day before the direct debit is due.

8.3. Payments by the CUSTOMER shall first be offset against any older claims due to the PROVIDER, even if the CUSTOMER makes a different repayment provision. If costs and/or interest have already been incurred, incoming payments shall first be credited against the costs, then against the interest and finally against the principal claim.

8.4. If a direct debit is not honored, for example due to insufficient funds in the account or due to the provision of incorrect bank details, or if the CUSTOMER culpably objects to the direct debit, even though he is not entitled to do so, the CUSTOMER shall bear the fees incurred as a result of the chargeback by the respective bank.

8.5. All billing modalities, in particular invoicing, shall be carried out electronically via the e-mail address provided by the CUSTOMER. The CUSTOMER expressly agrees to this. If the CUSTOMER requests a different method of transmission (e.g. by post), he shall bear the additional costs incurred for this.

9. WARRANTY

9.1 The PROVIDER itself is not the vendor of the software and therefore assumes no guarantee with regard to the software provided.

9.2 Insofar as the PROVIDER offers goods as a seller, the following shall apply:

9.2.1 Claims for defects on the part of the CUSTOMER presuppose that the CUSTOMER has properly fulfilled its obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code).

9.2.2 If there is a defect in the purchased item, the PROVIDER is entitled, at its discretion, to subsequent performance in the form of rectification of the defect or delivery of a new defect-free item. In the event of rectification of the defect, the PROVIDER is obliged to bear all expenses necessary for the purpose of rectifying the defect, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the purchased item has been taken to a place other than the place of performance.

9.2.3. If the supplementary performance fails, the CUSTOMER shall be entitled, at his discretion, to demand withdrawal or a reduction in price.

9.2.4. The limitation period for claims for defects is 12 months, calculated from the transfer of risk.

9.2.5. The limitation period in the event of a delivery recourse according to §§ 478, 479 BGB remains unaffected; it is two years, calculated from delivery of the defective item.

9.2.6. The warranty is excluded if the software provided is used in a hardware and/or software environment that does not meet the requirements specified in the license certificate. The same applies to changes and modifications made to the software by the CUSTOMER or third parties without authorization by law or contractual agreement between the parties.

10. LIABILITY

10.1. The PROVIDER shall be liable, irrespective of the legal grounds, within the framework of the statutory provisions only in accordance with the following clauses.

10.2. The provider is liable for damages resulting from injury to life, body or health that are based on a culpable breach of duty by the provider or a vicarious agent of the provider. This also applies to mandatory liability under the Product Liability Act.

10.3. The Provider shall be liable in accordance with the statutory provisions if it culpably breaches a material contractual obligation (an obligation whose breach jeopardizes the achievement of the purpose of the contract) and/or a cardinal obligation (an obligation whose fulfilment is essential for the proper performance of the contract and on whose compliance the Customer regularly relies). This liability is limited to the foreseeable damage typical for the contract, insofar as the breach is due to simple negligence on the part of the provider.

10.4. The Provider shall also be liable in accordance with the statutory provisions if a vicarious agent of the Provider culpably breaches a material contractual obligation and/or cardinal obligation. This liability is limited to the foreseeable damage typical for the contract, insofar as the breach is due to simple or gross negligence on the part of the provider’s vicarious agent.

10.5. The Provider shall be liable in accordance with the statutory provisions if the CUSTOMER asserts claims for damages based on intent or gross negligence on the part of the Provider or a vicarious agent of the Provider. Insofar as the Provider or its vicarious agent is not accused of intentional breach of contract, liability shall be limited to the foreseeable, typically occurring damage.

10.6. Otherwise, the liability of the provider is excluded.

11. RESERVATION OF TITLE

11.1. Insofar as the PROVIDER offers goods for sale to the CUSTOMER, the following provisions shall apply.

11.2. The PROVIDER shall remain the owner of the delivered goods until the payment owed has been received in full, insofar as this is based on a purchase contract. The CUSTOMER must treat the goods with care and diligence until the transfer of ownership.

11.3. The goods shall remain the property of the PROVIDER until all claims arising from the current business relationship between the PARTIES have been settled in full and are therefore not subject to pledging or transfer by way of security.

11.4. The PROVIDER undertakes to release any securities at the request of the CUSTOMER to the extent that the realizable value of the securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is the responsibility of the PROVIDER.

12. DATA PROTECTION, CONFIDENTIALITY

12.1. The processing of personal data for the fulfillment of the contractually agreed services is carried out in accordance with national and European data protection laws. The processing of personal data required to fulfill the contractual offer is based on Art. 6 lit. b GDPR. Beyond this, further processing of data or disclosure to third parties shall only take place in cases in which the CUSTOMER has given their express prior consent or the processing/disclosure is necessary for the performance of the contract and this corresponds to the interests of the CUSTOMER. In addition, the PROVIDER refers to the data protection provisions, available at https://sos-software.com/datenschutzerklaerung/.

12.2. The parties undertake to treat as confidential any information or documents from the other party’s domain that become known to them during the performance of the contract and that are not in the public domain or generally accessible. This confidentiality obligation shall continue to exist even after termination of the contractual relationship.

12.3. The contracting parties undertake to comply with all relevant national and international export control regulations, in particular the German Foreign Trade and Payments Act (AWG), the Foreign Trade and Payments Ordinance (AWV) and Regulation (EU) 2021/821 (Dual-Use Regulation). The Buyer is obliged to check independently before passing on, exporting or re-exporting the contractual items and to ensure that all necessary permits are obtained. The Seller shall not be liable for permits to be obtained by the Buyer unless expressly agreed otherwise.

13. CITATION OF REFERENCES AND COPYRIGHT

13.1. The PROVIDER may name the CUSTOMER as a reference in any medium. This also includes the naming and use of any protected trademarks, designations or logos. The PROVIDER is not obliged to name the CUSTOMER.

13.2. The complete offer of the PROVIDER is subject to the respective industrial property rights (e.g. copyright law) and is legally protected by the PROVIDER and/or its licensors. This applies in particular to the entire data and database structure as well as to the external appearance of the website.

13.3. All legally protected contents of the PROVIDER, as well as the entire data and database structure, may not be published, reproduced, made publicly accessible or passed on to third parties without the express prior consent of the PROVIDER.

14. FINAL PROVISION

14.1. The place of performance and exclusive place of jurisdiction for disputes with merchants, legal entities under public law or special funds under public law arising from contracts is Augsburg.

14.2. The law of the Federal Republic of Germany shall apply exclusively to all disputes in connection with these General Terms and Conditions, irrespective of the legal grounds, to the exclusion of all provisions of the conflict of laws that refer to another legal system.

14.3. If necessary, any additional or alternative provisions to the Agreement agreed in writing by the PARTIES shall be deemed to form part of the Agreement from the date of signature.

14.4. Any invalidity of one or more provisions of these General Terms and Conditions shall not affect the validity of the remaining provisions of these General Terms and Conditions. The invalid clauses shall be replaced by those that come closest to the economic intention in a legally permissible manner. This also applies to the supplementary interpretation of the contract.

14.5. The PROVIDER reserves the right to amend these General Terms and Conditions at any time for good cause, unless the amendment is unreasonable for the CUSTOMER. Good cause shall be deemed to exist in particular in the event of changes in the law, changes in jurisdiction and/or significant operational and/or economic changes in the sphere of the PROVIDER. In this case, the PROVIDER shall notify the CUSTOMER in good time. If the CUSTOMER does not object to the new General Terms and Conditions within a period of two weeks after notification, the amended General Terms and Conditions shall be deemed to have been accepted by the CUSTOMER.

Last edit: September 2025