Architecture for Business Operations
Architecture for Business Operations
Terms & Conditions
Last updated: December, 2024
1. Scope of application and definitions
1.1 The business relationship between Archibo GmbH, Ohmstraße 12, 63225 Langen, Germany (hereinafter
referred to as "PROVIDER") and the recipient of the services (hereinafter referred to as "CUSTOMER",
hereinafter also referred to collectively as "the PARTIES"), in particular with regard to contracts for
development services in the field of IT product development and software maintenance (hereinafter referred to
as "Services"), shall be governed exclusively by these General Terms and Conditions.
1.2 The offer of the PROVIDER is aimed at entrepreneurs (§ 14 BGB), traders and consumers (§ 13 BGB).
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 prior to utilization of the services shall be
authoritative.
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 solely for reasons of simplicity and
does not imply any judgement.
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 merely invited to submit an offer.
2.2 The contract between the PROVIDER and the CUSTOMER may be concluded by e-mail or in writing.
2.3 The CUSTOMER expressly agrees not to disclose to third parties any login user names, passwords, materials
and links to which the CUSTOMER gains access under this contract.
3. Services
3.1 The PROVIDER provides development and consulting services in the area of digitalization, process
optimization and software maintenance as well as services in the area of the provision of software as a service.
3.2 The specific scope of services (including duration of the project, number of agreed daily and/or hourly rates,
etc.) shall always result from the individual offer of the PROVIDER and the relevant individual service
description or documentation between PROVIDER and CUSTOMER
3.3 The PROVIDER's services shall always be provided in accordance with the technical status known and
current at the time of conclusion of the contract. Should adaptations ("relaunches" or "updates") become
necessary after conclusion of the contract due to new and/or updated software versions from third-party
providers (or similar), these are expressly not guaranteed in advance by the PROVIDER's range of services.
3.4 No specific success is expressly owed to the CUSTOMER beyond the offering of the services.
3.5 The PROVIDER is entitled to use the assistance of third parties, in particular subcontractors, to fulfill
individual or all contractual obligations.
3.6 With regard to contractual services, the PROVIDER has a right to determine performance in accordance with
§ 315 BGB.
4. Terms of payment
4.1 Payment is possible by invoice.
4.2 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 postal mail), he shall bear the additional costs incurred for this.
5. Obligations of the PARTIES to perform the agreed services
5.1 The PROVIDER shall only provide all contractually agreed services from the time of conclusion of the
contract.
5.2 The CUSTOMER shall ensure that the PROVIDER has all the necessary information at all times that is
required to achieve the best possible consulting result. No guarantee is given for the accuracy of the content
provided to the PROVIDER by the CUSTOMER; the PROVIDER does not check the content.
5.3 The service oft he PROVIDER shall always be provided in accordance with the technical status known and
current at the time of conclusion of the contract. Should adaptations ("relaunches" or "updates") become
necessary after conclusion of the contract due to new and/or updated software versions from third-party
providers (or similar), these are expressly not guaranteed in advance by the PROVIDER's range of services.
5.4 The CUSTOMER is independently responsible for ensuring that the technical requirements are met in order
to be able to use the service in full. In the event of technical problems with the service provided, the CUSTOMER
is also obliged to cooperate in solving the problem to the best of their ability.
6. Remuneration
6.1 The remuneration agreed individually at the time the contract is concluded shall apply to the services. All
prices are exclusive of value added tax.
6.2 If no individual remuneration agreement is made in individual cases, the PROVIDER shall invoice its services
to the CUSTOMER by means of a fixed remuneration rate per agreed unit.
6.3 If the PROVIDER provides the CUSTOMER with a preliminary cost estimate on request, the PROVIDER
cannot assume any binding guarantee in advance for the accuracy of the preliminary cost estimate in accordance
with § 649 (1) BGB.
6.4 If the actual expenditure exceeds the underlying cost estimate by more than a small amount (< 10%), the
PROVIDER is entitled to invoice the additional work separately. If such an overrun is to be expected, the
PROVIDER shall inform the CUSTOMER immediately. In this case, the additional remuneration shall be
calculated on the basis of the actual amount of work involved and the applicable price list. If the PROVIDER is
not responsible for the significant overrun of the cost estimate, the CUSTOMER is not entitled to terminate the
contractual relationship solely on the basis of the cost overrun.
6.5 Unless expressly agreed otherwise, any license costs for third-party software shall be incurred additionally
and shall be borne by the CUSTOMER.
6.6 Unless otherwise contractually agreed in individual cases, travel costs (e.g. expenses, meals, transportation)
for trips carried out by the PROVIDER on behalf of the CUSTOMER shall be borne by the CUSTOMER and are
not covered by any agreed flat-rate remuneration.
6.7 Unless otherwise agreed, the CUSTOMER is obliged to make advance payment. The agreed remuneration
shall be due immediately upon conclusion of the contract and payable within 10 days.
6.8 The CUSTOMER may only exercise or assert a right of set-off or a right of retention with legally established
or undisputed claims.
7. Contract term, termination, deletion of the account
7.1 The contract is concluded for the term agreed in accordance with the individual contractual agreement (initial
term). Premature ordinary termination is excluded.
7.2 Unless explicitly agreed otherwise, the contract term shall be extended by the agreed initial term if it is not
terminated by one of the parties four weeks before the end of the initial term or the respective contract
extension.
7.3 The right to extraordinary termination for good cause remains unaffected.
8. Acceptance
8.1 If the agreed services are subject to the law on contracts for work and services, the following provisions of
this clause shall apply in this respect.
8.2 The PROVIDER may demand acceptance from the CUSTOMER after completion of a partial service.
8.3 The (partial) services of the PROVIDER to be accepted by the CUSTOMER shall also be deemed accepted if
the CUSTOMER does not declare acceptance of the corresponding (partial) service in writing within 7 working
days at the request of the PROVIDER.
9. Rights of use to software
9.1 If no other intended use is agreed in this contract, the PROVIDER shall grant the CUSTOMER the non-
exclusive, geographically unlimited, permanent, irrevocable and non-terminable right to use software in the
original or in a modified, translated, edited or redesigned form, i.e. in particular to store and load it permanently
or temporarily and to display it, even if copies are necessary for this purpose, modified, translated, edited or
redesigned form, i.e. in particular to store and load it permanently or temporarily, to display and run it, even if
copies are necessary for this purpose, to modify, translate, edit or redesign it in any other way, to store,
reproduce, exhibit, publish, distribute in physical or non-physical form for non-commercial purposes on any
known medium or in any other way, in particular to reproduce it non-publicly and publicly, with the exception of
the source code, also by means of image, sound and other information carriers, in databases, data networks and
online services, including the right to make the software, but not the source code, available to users of the
aforementioned databases, networks and online services for research and retrieval using tools selected by the
CUSTOMER or for non-commercial downloading. to make the software available for non-commercial
downloading, to use it by third parties or to have it operated for the CUSTOMER, to use it not only for its own
purposes, but also to use it to provide services to third parties, to distribute it, provided this is not done
commercially.
9.2 The right of use refers to the software, in particular its object and source code in the final stage and the
associated documentation as well as other materials necessary for exercising the rights of use, such as analyses,
specifications, concepts and descriptions. In the event that source code parts of the software have already been
developed by third parties or by the PROVIDER before the start of this contract or independently of this
contract, the PROVIDER is entitled to make these parts available to the CUSTOMER not in source code, but only
in object code. The CUSTOMER shall have all rights agreed for the software to the parts of the software
provided only in object code, but no editing rights, unless this is permitted under the statutory provisions.
10. Special provisions for software maintenance
10.1 Insofar as software maintenance services have been agreed between the PARTIES, the following
conditions shall apply.
10.2 The PROVIDER shall provide the following maintenance services for the CUSTOMER:
- Fault analysis and troubleshooting,
- Delivery of updates,
- Offer new versions,
- Support service
10.3 The PROVIDER shall only provide the maintenance services within the scope of the applicable service
hours.
10.4 Maintenance services (in particular delivery of updates and troubleshooting) are generally carried out by
means of remote data transmission. The CUSTOMER shall create the necessary technical conditions for this at
his own expense. Services at the location of the CUSTOMER´S system, which are requested by the CUSTOMER,
shall be remunerated at cost (including any travel and accommodation costs) in accordance with the current
price list of the PROVIDER.
10.5 The PROVIDER may also commission subcontractors with the maintenance services.
10.6 The CUSTOMER shall, where necessary, cooperate in the provision of the maintenance services. He shall
provide the software company with all information required to perform the services. It shall provide test data,
test capacities and qualified employees.
11. Software as a service
11.1 The PROVIDER provides software within the framework of a so-called Software-as-a-Service (SaaS)
contractual relationship. In this respect, the following provisions shall apply with priority.
11.2 Obligations of the CUSTOMER
11.2.1 The CUSTOMER undertakes to use the functions provided by the PROVIDER only to the contractually
agreed extent.
11.2.2 The CUSTOMER is independently responsible for maintaining the technical requirements (e.g. by
regularly updating the operating system used) in order to be able to use the service in full. In the event of
technical problems with the service provided, the CUSTOMER is also obliged to cooperate in solving the
problem to the best of their ability.
11.2.3 In the event of registration, the CUSTOMER is obliged to keep his access data, in particular the password
chosen by him, secret at all times and to prevent any unauthorized access to his user account by third parties by
means of suitable measures. The CUSTOMER is obliged to inform the PROVIDER immediately if there are any
indications that the access data could be used without authorization. The CUSTOMER shall be liable for any
misuse of the user account and/or its data.
11.2.4 The CUSTOMER shall be responsible for the proper and regular backup of the data.
11.2.5 The CUSTOMER is obliged to ensure that the information and content entered by him does not infringe
the rights of third parties or violate statutory provisions. The PROVIDER expressly reserves the right to impose
civil and/or criminal sanctions in the event of a breach of this provision. The CUSTOMER hereby indemnifies the
PROVIDER against any recourse claims that may result from a breach of this provision.
11.2.6 The CUSTOMER acknowledges that he may be temporarily or permanently excluded ("deactivated") from
the offer by the PROVIDER at any time in the event of a breach of the conditions set out herein.
11.2.7 The CUSTOMER is obliged to carry out updates. The compatibility of the software with outdated versions
can expressly not be guaranteed.
11.3 Further development
11.3.1 The PROVIDER reserves the right to make further developments and changes to services (e.g. by using
newer or different technologies, systems, processes or standards) in the course of optimizing services after
conclusion of the contract.
11.3.2 The CUSTOMER shall be notified in good time of any significant changes to services. If the CUSTOMER
suffers significant disadvantages as a result of the service changes, the CUSTOMER shall be entitled to
extraordinary termination of the contract on the date of the change. The CUSTOMER must give notice of
termination within two weeks of receiving notification of the service change.
11.4 Availability of the software
11.4.1 The PROVIDER strives for high availability of the software. However, the CUSTOMER is aware and
agrees that the availability of the software may be limited, in particular in the event of Internet disruptions
beyond the control of the PROVIDER or due to other circumstances beyond the control of the PROVIDER, in
particular force majeure (for example, but not limited to: pandemics, supply chain disruptions and/or cyber
attacks) or during maintenance work on the software. Disruptions in this sense do not affect the contractual
conformity of the service provided by the PROVIDER.
11.4.2 The availability of the software is on average 95% per year minus the time required for the installation of
updates, upgrades, new releases and/or other modifications and maintenance work. The PROVIDER endeavors
to rectify any server malfunctions as quickly as possible and to carry out maintenance work carefully
12. Liability
12.1 The PROVIDER shall be liable, irrespective of the legal grounds, within the framework of the statutory
provisions only in accordance with the following clauses.
12.2 The PROVIDER shall only be liable for damages resulting from injury to life, limb or health and for
damages caused by intent or gross negligence on the part of the PROVIDER or one of its legal representatives
or vicarious agents. In addition, the PROVIDER shall be liable, limited to compensation for foreseeable damages
typical of the contract, for such damages that are based on a slightly negligent breach of material contractual
obligations by the PROVIDER or one of its legal representatives or vicarious agents. Essential contractual
obligations are obligations whose fulfillment is essential for the proper execution of the contract and on whose
compliance the CUSTOMER may regularly rely.
12.3 The PROVIDER accepts no liability for unforeseen software malfunctions from the sphere of third parties,
or technical "bugs" or data loss over which the PROVIDER itself has no influence. The PROVIDER endeavors to
rectify any server malfunctions as quickly as possible and to carry out maintenance work carefully. Furthermore,
the PROVIDER cannot guarantee the CUSTOMER that the software will be available at all times.
12.4 Within the limits of the above paragraphs 2 and 3, the PROVIDER shall not be liable for loss of data and
programs. Liability for loss of data shall be limited to the typical restoration costs that would have been incurred
if backup copies had been made regularly and in accordance with the risks involved. The PROVIDER reserves
the right to object to contributory negligence. The CUSTOMER is responsible in particular for data backup and
defense against malware in accordance with the current state of the art.
12.5 The CUSTOMER shall indemnify the PROVIDER against all third-party claims asserted against the
PROVIDER by third parties due to a breach of these GTC by the CUSTOMER. In this case, the CUSTOMER shall
also reimburse the PROVIDER for all costs incurred for legal prosecution and defense.
13. Special provisions for the use of artificial intelligence (AI)
The PROVIDER assumes no responsibility for the accuracy, completeness or agreement of the suggestions or
recommendations made by the artificial intelligence. The use of the information provided by the artificial
intelligence is at the CUSTOMER's own risk.
14. Data protection, confidentiality
14.1 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 previously given their express 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 Privacy Policy.
14.2 As part of the provision of the contractual service relationships existing between the parties, personal data
may be collected in the course of loT tracking or Auto Tracking. The CUSTOMER is responsible for this data
under data protection law. The CUSTOMER shall conclude a corresponding order processing agreement with
the PROVIDER.
14.3 The contracting 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 apply even after termination of
the contractual relationship.
15. References and copyright
15.1 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.
15.2 The 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. Excluded from this are software components that
are based on open source structures.
15.3 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.
15.4 The transfer of rights is subject to the condition precedent that the CUSTOMER has fulfilled all
remuneration obligations towards the PROVIDER.
15.5 The CUSTOMER grants the PROVIDER the right to use all trademarks, logos, names or other business
marks of the CUSTOMER without restriction within the scope of the services to be provided. Deviations from this
require a separate agreement.
15.6 The CUSTOMER shall indemnify the PROVIDER in full against any third-party claims for infringement of
intellectual property and/or the use of terms, pages or content that are unauthorized and/or encumbered with
third-party rights.
16. Final provisions
16.1 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 Friedrichshafen (Germany).
16.2 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.
16.3 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.
16.4 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. In place of the ineffective clauses, that which
comes closest to the economic intention in a legally permissible manner shall apply. This also applies to the
supplementary interpretation of the contract.
16.5 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.
Our Details
For further questions and enquiries, our contact details are below:
Archibo GmbH
Ohmstr. 12, 63225 Langen
Germany
+ 49 (0) 6103 44096 10