1. General
1.1. The contractor FIVO e.U. (Contractor) provides information technology services and operation of hardware and software components for the client (Client).
1.2. These General Terms and Conditions (GTC) apply to all current and future services provided by the Contractor to the Client, even if individual contracts do not explicitly reference these GTC. Client's terms and conditions only apply if acknowledged in writing by the Contractor.
2. Scope of Services
2.1. Unless otherwise agreed, the Contractor provides services during their regular business hours.
2.2. The basis for the facilities and technology used by the Contractor is the Client's qualitative and quantitative service requirements, determined from information provided by the Client. If new Client requirements necessitate changes to services or technology, the Contractor will submit a corresponding offer upon Client's request.
2.4. Services used by the Client beyond the agreed scope will be charged based on actual personnel and material expenses at the Contractor's current rates. This includes services outside regular business hours and analyzing/resolving disruptions and errors. Training services are generally not included and require separate agreement.
2.5. If the Contractor arranges third-party services at the Client's request, these contracts are exclusively between the Client and the third party under the third party's terms and conditions. The Contractor is only responsible for services provided directly by them.
2.6. We explicitly note that barrier-free design according to the Federal Law on the Equality of Persons with Disabilities (Federal Disability Equality Act - BGStG) is not included in the offer unless specifically/individually requested by the Client. If barrier-free design has not been agreed upon, it is the Client's responsibility to verify the admissibility of the service with regard to the Federal Disability Equality Act.
3. Client's Cooperation and Provision Obligations
3.1. The Client agrees to support all measures necessary for the Contractor to provide services. The Client further agrees to take all measures required for contract fulfillment that are not included in the Contractor's scope of services.
3.2. If services are provided at the Client's location, the Client shall provide necessary network components, connections, power supply including peak voltage compensation, emergency power supply, space for equipment, workplaces, and infrastructure in required scope and quality (e.g., air conditioning) free of charge. The Client is responsible for complying with manufacturer requirements for hardware operation. The Client must also ensure room and building security, including protection against water, fire, and unauthorized access. The Client is responsible for special security measures (e.g., security cells) in their premises. The Client is not authorized to give instructions to Contractor's employees and will direct all service-related requests exclusively to the Contractor's designated contact person.
3.3. The Client shall provide all information, data, and documents needed by the Contractor at agreed times and at their own expense. The Client shall support the Contractor in problem analysis, troubleshooting, coordination of processing orders, and service alignment. Changes in the Client's workflows that may affect services provided by the Contractor require prior coordination regarding technical and commercial implications.
3.4. Unless explicitly included in the Contractor's scope of services, the Client will arrange network connectivity at their own risk and expense.
3.5. The Client is obligated to treat passwords and logins required for using the Contractor's services confidentially.
3.6. The Client will keep additional copies of data and information provided to the Contractor so they can be reconstructed in case of loss or damage.
3.7. The Client will fulfill all cooperation obligations in a timely manner to avoid hindering the Contractor's service provision. The Client ensures that the Contractor and/or third parties commissioned by the Contractor have necessary access to Client premises for service provision. The Client is responsible for ensuring that employees of their affiliated companies or commissioned third parties cooperate appropriately in contract fulfillment.
3.8. If the Client fails to fulfill cooperation obligations at agreed times or to the intended extent, services provided by the Contractor are still considered contractually fulfilled despite possible limitations. Schedules for Contractor services will be adjusted accordingly. The Client will separately compensate the Contractor for any resulting additional expenses and/or costs at the Contractor's current rates.
3.9. The Client ensures that their employees and attributable third parties handle the Contractor's equipment, technologies, and any provided assets with care; the Client is liable to the Contractor for any damage.
3.10. Unless otherwise agreed, Client's provisions and cooperation are provided free of charge.
4. Personnel
4.1. If agreements between the contracting parties include transfer of Client employees to the Contractor, this requires a separate written agreement.
5. Change Requests
5.1. Both contracting parties may request changes to the scope of services ('Change Request') at any time. A requested change must include a detailed description, reasons for the change, impact on scheduling and costs to allow the Change Request recipient to evaluate it appropriately. A Change Request becomes binding only upon legally valid signature by both contracting parties.
6. Service Disruptions
6.1. The Contractor commits to providing services as contractually agreed. If the Contractor fails to provide services at scheduled times or provides them defectively, i.e., with significant deviations from agreed quality standards, the Contractor must begin remedying defects immediately and provide services properly and without defects within a reasonable period by either repeating the affected services or performing necessary improvements.
6.2. If defects are based on Client's provisions or cooperation or on a violation of Client obligations under point 3.9, any obligation to remedy defects free of charge is excluded. In these cases, services provided by the Contractor are considered contractually fulfilled despite possible limitations. The Contractor will undertake paid defect remediation at the Client's request.
6.3. The Client will support the Contractor in defect resolution and provide all necessary information. The Client must report defects to the Contractor immediately in writing or by email. The Client bears any additional costs due to delayed reporting.
7. Liability
7.1. The Contractor is liable to the Client for demonstrably caused damages only in cases of gross negligence. This also applies to damages caused by third parties engaged by the Contractor.
9. Force Majeure
9.1. To the extent and as long as obligations cannot be fulfilled properly or on time due to force majeure events such as war, terrorism, natural disasters, fire, strikes, lockouts, embargoes, governmental interventions, power failures, transport failures, telecommunications/data line failures, legislative changes affecting services after contract conclusion, or other product unavailability, this does not constitute a breach of contract.
13. Final Provisions
13.2. Should one or more provisions of the contract be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions.