General Terms and Conditions

Scope

1. These General Terms and Conditions ("GTC") apply to all contracts, deliveries and services provided by Lamits GmbH, Kaiser-Joseph-Str. 254, 79098 Freiburg im Breisgau, Germany ("Contractor") to its customers ("Client").
2. These GTC apply exclusively to entrepreneurs within the meaning of section 14 of the German Civil Code (BGB), to legal entities under public law and to special funds under public law.
3. Deviating, conflicting or supplementary terms and conditions of the Client shall not become part of the contract unless the Contractor expressly consents to their applicability in text form. This also applies where the Contractor performs the services without reservation in the knowledge of such terms.
4. Individual agreements and the provisions of the respective quotation and contract take precedence over these GTC in the event of conflict.

Quotations and formation of contract

1. Quotations issued by the Contractor are non-binding unless expressly designated as binding or unless they state a period of validity.
2. The contract is formed upon the Contractor's written order confirmation, upon countersignature of the quotation by the Client, or upon commencement of performance.
3. Effort figures stated in quotations constitute a non-binding estimate based on the level of information available at the time of quotation, unless expressly designated as a fixed price.

Subject matter and nature of services

1. The services comprise consulting, conception, configuration, software development, training as well as operational and maintenance services in connection with the Odoo ERP system. The specific scope follows from the respective quotation or contract.
2. The services are rendered as services within the meaning of section 611 BGB against actual effort. The Contractor owes diligent performance in accordance with recognised technical standards, but does not owe any particular economic or technical result. A work performance within the meaning of section 631 BGB is owed only where expressly agreed in text form for a specifically designated service.
3. Joint reviews, status meetings and interim presentations serve the purpose of progress monitoring and do not constitute acceptance within the meaning of section 640 BGB.
4. The Contractor may engage subcontractors and affiliated companies, and remains responsible for performance in accordance with the contract.
5. The Contractor determines the place and time of performance at its reasonable discretion unless otherwise agreed. There is no entitlement to performance by particular members of staff.

Client's duties to cooperate

1. The Client shall provide the information, data, system access, test environments, licences and contact persons required for performance in a timely, complete manner and free of charge.
2. The Client shall designate a contact person authorised to take decisions, together with a deputy. Technical queries shall be answered within two working days unless otherwise agreed.
3. The Client is responsible for procuring and maintaining licences for third-party software used, in particular a valid Odoo Enterprise subscription covering a sufficient number of users. Licence fees are not included in the Contractor's remuneration.
4. The Client is responsible for backing up its data. Prior to any intervention in productive systems, the Client shall create a complete and restorable backup, unless data backup expressly forms part of the commissioned scope.
5. Where the Client fails to fulfil its duties to cooperate in good time or properly, agreed deadlines shall be extended appropriately. Additional effort arising as a result, including waiting times and idle time of reserved capacity, may be invoiced following notification.

Remuneration and record of services

1. Remuneration is based on actual effort at the hourly or daily rates agreed in the quotation, unless a fixed price has expressly been agreed. All prices are net and subject to statutory value added tax.
2. One person-day corresponds to eight working hours. The smallest billing unit is 0.25 hours.
3. The Contractor records the services rendered stating date, person performing the work, activity and duration. The record shall be deemed approved if the Client does not object in text form within ten working days of receipt, specifying the items disputed. The Contractor draws attention to this consequence in the record.
4. Where it becomes apparent that an estimated total effort will be exceeded by more than 10 %, the Contractor shall inform the Client without undue delay and agree the further approach before continuing the affected work.
5. Travel and accommodation costs are reimbursed against receipts following prior agreement. Travel time is remunerated at 50 % of the agreed hourly rate.
6. The Contractor may adjust the agreed rates with three months' notice with effect from the end of a calendar year. Where the increase exceeds 5 %, the Client has a right of extraordinary termination effective as at the date the adjustment takes effect.

Payment terms and default

1. Invoicing takes place monthly at the end of each month; for fixed-price agreements, in accordance with the agreed payment schedule.
2. Invoices are due for payment within 14 days of the invoice date without deduction.
3. In the event of default in payment, the statutory provisions apply, in particular section 288 BGB. The right to assert further damages caused by default remains reserved.
4. Where the Client is in default with a not insignificant payment for more than 30 days, the Contractor may, following prior notification in text form and a reasonable grace period, withhold further performance until settlement.
5. The Client may only set off claims that are undisputed or established with final legal effect, and is entitled to a right of retention only in respect of claims arising from the same contractual relationship.

Dates and deadlines

1. Dates and deadlines are binding only where expressly agreed as binding in text form. Otherwise they constitute non-binding planning information.
2. Delays attributable to the Client's failure to cooperate, to deliveries by third parties or to changes initiated by the Client extend agreed dates accordingly, plus a reasonable restart period.

Changes to the scope of services

1. Either party may propose changes to the scope of services in text form.
2. The Contractor examines the change request and informs the Client of the effects on effort, remuneration and deadlines. The effort of such examination is subject to remuneration unless merely insignificant and the Contractor has drawn attention to this beforehand.
3. Implementation takes place only after mutual release in text form. Until then, work continues on the basis of the existing scope.

Rights of use

1. Upon full payment of the remuneration attributable thereto, the Client receives a simple, non-exclusive right, unlimited in time and territory, to use the work results created specifically for it for its own business purposes, including the right of modification.
2. Exclusive rights of use or a transfer of copyright are granted only upon express agreement in text form and against separate remuneration.
3. Pre-existing components, libraries, tools, frameworks and generic building blocks of the Contractor, as well as general know-how acquired in the course of performance, remain with the Contractor. Where such components are incorporated into work results, the Client receives a simple right of use in the scope set out in paragraph 1.
4. The Contractor remains entitled to use the know-how acquired and non-client-specific solution approaches in other projects.

Third-party and open source components

1. The services build upon the Odoo ERP system and, where applicable, upon further third-party and open source components. These are subject exclusively to the licence terms of the respective rights holder, in particular the Odoo Enterprise Edition License and the terms of free licences such as LGPLv3 and AGPLv3.
2. The Contractor draws attention to material licence obligations but assumes no warranty for the continued existence, functionality, further development or availability of third-party components.
3. Where third-party providers change their interfaces, licence terms or features, the resulting need for adaptation does not constitute a defect in the Contractor's services and is remunerated on a time and material basis.

Claims for defects

1. The Contractor renders the services in accordance with recognised technical standards. Complaints shall be notified without undue delay in text form; the Contractor will rectify justified complaints within the scope of the agreed remuneration.
2. For individually created software components, the Contractor remedies reproducible defects notified in text form within 90 days of the productive deployment of the respective service block without separate remuneration.
3. Excluded are defects attributable to modifications by the Client or third parties, to changes in connected third-party systems, to improper use, to incorrect specifications or data provided by the Client, or to an operating environment for which the Contractor is not responsible.
4. According to the state of the art, software cannot be produced entirely free of errors. Insignificant deviations which impair usability no more than marginally do not give rise to claims for defects.

Liability

1. The Contractor is liable without limitation in cases of intent and gross negligence, for injury to life, body or health, for fraudulent concealment of a defect, to the extent of any guarantee assumed, and under the German Product Liability Act.
2. In the event of slightly negligent breach of a material contractual obligation, liability is limited in amount to the foreseeable damage typical for this type of contract at the time of conclusion. Material contractual obligations are those whose fulfilment is essential to the proper performance of the contract and on whose observance the Client may regularly rely.
3. Liability under paragraph 2 is limited per event of damage to the net remuneration agreed for the affected order, and for all events within a contract year to the net remuneration paid for that order in that year.
4. Liability for slight negligence is otherwise excluded. Liability for indirect damage, loss of profit and consequential damage is limited, within the framework of paragraphs 2 and 3, to the foreseeable damage typical for this type of contract.
5. The Contractor is liable for loss of data only up to the amount that would have been required to restore the data had the Client performed proper and regular backups.
6. The above limitations also apply for the benefit of the Contractor's legal representatives, employees and vicarious agents.

Data protection

1. The parties comply with the applicable data protection provisions.
2. Where the Contractor processes personal data on behalf of the Client, the parties conclude a data processing agreement pursuant to Article 28 GDPR prior to the commencement of processing.
3. Where special categories of personal data within the meaning of Article 9 GDPR are concerned, the parties jointly determine the additional technical and organisational measures required. Additional effort arising as a result is remunerated separately unless already accounted for in the scope of services.
4. For testing purposes, the Client shall where possible provide anonymised or pseudonymised data.

Confidentiality

1. The parties treat as confidential all confidential information of the other party obtained in the course of the cooperation and use it exclusively for the purposes of the contract. This obligation continues for three years after the end of the contract.
2. Excluded is information which is publicly known, was lawfully obtained from third parties, was independently developed, or must be disclosed by virtue of statutory or official order.
3. Following prior consent in text form, the Contractor may name the Client as a reference, stating the name and logo together with a general description of the project.

Force majeure

Events of force majeure which substantially impede or render impossible the Contractor's performance — in particular natural events, epidemics, industrial action, cyber attacks, large-scale disruption of power or telecommunications supply, and acts of public authorities — release the Contractor from its performance obligations for the duration of the disruption. Agreed dates are extended accordingly. Where the disruption continues for more than three months, either party may terminate the affected order.

Term and termination

1. Project contracts end upon complete rendering of the agreed services.
2. Continuing obligations concluded for an indefinite period, in particular maintenance, support and operations contracts, may be terminated by either party with three months' notice to the end of a month, unless otherwise agreed.
3. The right to extraordinary termination for good cause remains unaffected.
4. Notices of termination require text form.
5. In the event of early termination, the services rendered up to the point at which the termination takes effect, together with demonstrably incurred expenses which cannot otherwise be utilised, shall be remunerated.

Final provisions

1. Amendments and supplements to these GTC and to the contract require text form. This also applies to any waiver of this text form requirement.
2. The assignment of rights and obligations under the contract requires the prior consent of the other party in text form. Section 354a of the German Commercial Code (HGB) remains unaffected.
3. The law of the Federal Republic of Germany applies, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
4. The exclusive place of jurisdiction for all disputes arising from and in connection with the contractual relationship is Freiburg im Breisgau, provided the Client is a merchant, a legal entity under public law or a special fund under public law. The Contractor may additionally bring proceedings at the Client's general place of jurisdiction.
5. Should individual provisions be or become wholly or partially invalid, the validity of the remaining provisions remains unaffected. The parties shall replace the invalid provision with a valid one which comes closest to its economic purpose.