General Terms and Conditions
§ 1 Scope
These General Terms and Conditions (GTC) apply without restriction to all offers made by ERPWERK LTD. & CO. KG, all orders placed with it, and all services it provides.
General terms and conditions of contractual partners are not recognized and are only valid if ERPWERK LTD. & CO. KG expressly agrees to them in writing.
Offers from ERPWERK LTD. & CO. KG are non-binding.
§ 2 Placing Orders and Subject Matter of the Contract
The commissioning and description of contractual services (consulting, project, scope of services, specifications, implementation, and remuneration) are made through individual contracts/offers or order confirmations by ERPWERK LTD. & CO. KG including associated appendices and must be in writing unless otherwise stipulated below.
The subject matter of the contract, based on the written agreements and specifications in the appendices, includes:
Consulting support in planning the software solution
Creation of the program (SOFTWARE)
Provision, installation, and implementation of the SOFTWARE including user manuals and the documentation necessary for program use, provided to the CLIENT by ERPWERK LTD. & CO. KG for use within the contractual purpose.
The requirements specification is created by the CLIENT with reasonable consultation from ERPWERK LTD. & CO. KG. It should detail the elements listed in DIN 66231 (program development documentation) as necessary. Once completed, it becomes part of the contract by mutual agreement.
The provision and granting of rights to the SOURCE CODE and internal development documents of ERPWERK LTD. & CO. KG are excluded as long as updates and bug fixes can be reasonably provided by ERPWERK LTD. & CO. KG or other service providers.
§ 3 Installation and Training
After installing the program, ERPWERK LTD. & CO. KG will provide appropriate training to the CLIENT and three of their employees.
Upon the CLIENT’s request, the training may be repeated or intensified, subject to additional remuneration.
If a completion deadline is missed, the CLIENT must first issue a written reminder and set a reasonable grace period. A withdrawal from the contract is only permitted after this period expires. The grace period must be at least four weeks.
Reminders and deadline extensions are only valid if the delay is not due to subsequent changes requested by the CLIENT or other circumstances attributable to them.
§ 4 Subsequent Changes and Additions
ERPWERK LTD. & CO. KG must consider change and addition requests from the CLIENT regarding functional scope, program structure, interface updates, etc., if they can be implemented with neutral effort.
If additional effort arises from such changes, a supplementary contract will be agreed upon with remuneration based on ERPWERK LTD. & CO. KG's usual rates or a separate agreement.
ERPWERK LTD. & CO. KG will notify the CLIENT in text form in advance about any additional effort. The CLIENT must confirm this effort in writing; otherwise, the change will be assumed not to be executed.
The use of the modified or extended software by the CLIENT constitutes acceptance of the change and replaces the written confirmation.
§ 5 Remuneration
Remuneration is defined in individual contracts. All services including requirements specification and initial training are included unless otherwise agreed. Additional training is charged separately at standard rates.
ERPWERK LTD. & CO. KG may demand appropriate installment payments.
Rights and ownership transfer only upon full payment.
§ 6 Client Obligations
The CLIENT must reasonably assist in software development, providing necessary systems, data, and technical/organizational information.
During testing and acceptance, the CLIENT or authorized representatives must be present and provide necessary test data two weeks before testing begins.
Drafts or test versions provided must be reviewed diligently, and complaints or requests must be communicated at this stage.
Documents exchanged must be treated carefully, used only as needed, and returned once no longer necessary.
If ERPWERK LTD. & CO. KG is to install the software, the CLIENT must provide hardware and access. Expected disruptions will be communicated in advance.
Remote access via telecommunication may be granted at the request of ERPWERK LTD. & CO. KG.
The CLIENT must implement data backups suitable to the importance of their systems and data.
§ 7 Rights of Use
The CLIENT receives a simple right to use the software as per contract.
Any expansion to other workplaces or locations requires consent and additional payment.
Transfer to third parties is only allowed if the CLIENT ceases use, deletes all copies, and imposes the same restrictions on the new user.
§ 8 Claims for Defects
Within a one-year warranty period from acceptance, ERPWERK LTD. & CO. KG will fix defects in the software and documentation either by repair or replacement at its discretion.
If the defect cannot be resolved within a reasonable time, the CLIENT may remedy it themselves and claim reimbursement, reduce the payment, withdraw from the contract, or claim damages. Prepayment for self-remedy is excluded.
Repair is considered failed after three unsuccessful attempts or if it is refused or unreasonable.
§ 9 Liability
ERPWERK LTD. & CO. KG is liable for intent, gross negligence, deceit, personal injury, guaranteed features, and under product liability law.
It is also liable for foreseeable damages due to slightly negligent breach of essential obligations.
Liability is limited to typical damages in the context of custom software provision.
There is no liability for damages due to unauthorized changes, misuse, or illegal distribution.
In such cases, liability is capped at €5,000.
There is no liability for minor breaches of secondary obligations.
Liability for data loss is limited to typical recovery efforts assuming proper backups.
No liability is assumed for lack of economic success.
These limitations also apply to tort liability and auxiliary persons.
§ 10 Confidentiality
Both parties must keep all confidential information, including software and methods, secret indefinitely and prevent access or use by third parties. Employees and agents must also be bound to confidentiality.
This duty ends when the information becomes public or is lawfully disclosed by a third party.
§ 11 DIN Standards
In case of disputes over technical definitions or requirements, the DIN standards valid at contract signing apply.
If DIN standards change before completion, ERPWERK LTD. & CO. KG shall incorporate them where reasonably possible without extensive reprogramming.
§ 12 Acceptance
Acceptance occurs after full performance, typically following installation and training. Partial acceptance requires a written agreement.
ERPWERK LTD. & CO. KG demonstrates functionality through acceptance tests. The CLIENT may request specific tests using provided data.
If successful, the CLIENT must issue a written acceptance declaration, noting any minor defects.
Acceptance cannot be refused due to minor defects. A deadline may be set, after which acceptance is deemed granted.
§ 13 Subcontractors
ERPWERK LTD. & CO. KG may engage subcontractors and freelancers and is liable for them as agents.
The CLIENT may object to subcontractors in justified cases.
§ 14 Forwarded Orders, Subcontractor Orders, Intermediaries
To secure its claims, the CLIENT assigns their claims against their own clients to ERPWERK LTD. & CO. KG up to the amount of the contract volume. ERPWERK LTD. & CO. KG accepts this assignment and may disclose it if payment is overdue by more than 60 days.
§ 15 Final Provisions
No oral side agreements exist. Changes or terminations require written or text form depending on context.
German law applies, excluding CISG.
If the CLIENT is a merchant or public body, Oldenburg is the place of jurisdiction.
If a provision is or becomes invalid, the rest remains in force, with a substitute provision reflecting the intended purpose.
