General Terms and Conditions (GTC)

This agreement governs the use of Klughammer GmbH’s cloud-based software platforms provided as a service

§ 1 Scope of Application

(1) The subject and components of the contractual relationship between Klughammer GmbH and the customer is the use of the software platforms as Software-as-a-Service (SaaS). Klughammer GmbH provides the customer with one or more SaaS products in the current version via the internet for a defined period of time in return for payment.

(2) The service and performance descriptions for the respective product can be found in the offers and the product descriptions on the respective website.

(3) Klughammer GmbH does not owe any quality of the products beyond this. In particular, the customer cannot derive such an obligation from other representations of the software in public statements or advertisements by Klughammer GmbH, or by its employees or distribution partners, unless Klughammer GmbH has expressly confirmed the additional features to the customer in writing.

(4) The source code of the software underlying the products is not part of the contractual subject matter.

(5) Individually developed software programs are not subject to this contract.

(6) The customer’s general terms and conditions of purchase are hereby expressly excluded unless they have been expressly and in writing acknowledged by Klughammer GmbH.

§ 2 Contractual Relationship

The contractual relationship between Klughammer GmbH and the customer is established upon the written placement of a customer order. By submitting a written order, the customer expressly accepts these General Terms and Conditions. Any deviating conditions not explicitly acknowledged by us in writing will not become part of the contract, even if we do not expressly object to them.

§ 3 Remuneration

Our stated prices are in euros. Unless otherwise indicated, they are always exclusive of the VAT applicable at the time of invoicing. All price details in our offers are non-binding. The prices offered do not include any entitlement to support. However, the customer has the option of concluding a paid service or maintenance contract.

Remuneration for the agreed services is preceded by a written offer. Fees may consist of one-time charges and recurring charges. Recurring charges are billed periodically in advance, one-time charges after provision. Recurring fees may be adjusted with prior notice. Invoices are payable within 8 days of issuance. Additional agreed services are invoiced separately.

§ 4 Payment Terms

Large companies, authorities, government institutions, institutes, etc., are supplied on account. New customers who do not belong to the aforementioned group, as well as foreign customers, are generally required to pay in advance. For orders from abroad, our prices are exclusive of VAT. Invoices for deliveries within the EU are also issued without VAT, provided that the recipient provides a VAT ID at the time of order.

§ 5 Retention of Title

Until full payment and fulfillment of all current and future claims arising from the contracts, the delivered goods remain our property. We reserve the right to block access to the software platform after the agreed payment deadline has expired, until payment is made.

§ 6 Responsibilities and Services

Klughammer GmbH is responsible for providing the agreed contractual services. These include the reliable and secure operation of the technical infrastructure and the maintenance of the software, as well as measures necessary to ensure operational capability. Klughammer GmbH makes the ordered SaaS products available to the customer for intended use and grants the customer a non-exclusive, non-transferable right to use them during the term of the contract.

§ 7 Customer Responsibilities

The customer is fully responsible for the operation and security (hardware, software, access credentials, etc.). The customer shall bear all costs arising in connection with fulfilling their responsibilities.

§ 8 System Availability and Maintenance Conditions

The SaaS services of Klughammer GmbH are provided on a “best effort” basis. Klughammer GmbH takes reasonable measures to ensure the most uninterrupted use of the SaaS products possible. However, the customer is aware that the SaaS services and additional components from third parties, whose functionality cannot be influenced by Klughammer GmbH, constitute a technically complex system. Therefore, Klughammer GmbH cannot guarantee the constant and complete availability of these components.

Interruptions due to system maintenance, updates, etc., that are known to Klughammer GmbH will be announced in advance. Urgent work that causes an interruption in availability may be carried out without prior notice to quickly resolve issues or prevent risks (e.g., virus infections).

Klughammer GmbH reserves the right to make further developments and performance changes after the conclusion of the contract in line with technical progress and performance optimization (e.g., through the use of newer or different technologies, systems, methods, or standards). In the case of significant changes to services, the customer will be informed in a timely manner. If these changes result in significant disadvantages for the customer, they have the right to terminate the contract extraordinarily as of the date of the change. The termination must be made within two weeks of receiving the notification about the change.

§ 9 Support

Klughammer GmbH provides support to the customer from Monday to Friday between 09:00 and 17:00 Central European Time (CET/CEST). Additional support hours may be agreed upon in separate Service Level Agreements (SLAs).

§ 10 Intellectual Property Rights

The customer hereby acknowledges Klughammer’s trademarks, names, and patent rights with regard to the software and its documentation. The customer may not remove, alter, or otherwise modify any copyright or similar proprietary notices contained in the software or related documentation.

The customer is not entitled to provide this software to third parties for use, whether for a fee or free of charge, to sublet it, or to use it outside the scope of the contractual relationship with Klughammer GmbH. The customer may also not dispute Klughammer GmbH’s rights in any form.

§ 11 Confidentiality

The parties mutually agree to keep all confidential information of the other party secret. Klughammer GmbH commits to treat all transmitted data as confidential and to comply with applicable data protection laws and regulations.

§ 12 Data Protection and Data Security

The data collected, processed, and generated by the software on some platforms is stored on servers.

Klughammer GmbH will treat the customer’s data with the utmost care and protect it from misuse and loss. For this purpose, Klughammer GmbH takes technical and organizational measures that at least meet the applicable requirements of the GDPR. Data transfers outside the EU will be subject to appropriate safeguards in accordance with Art. 46 GDPR.

(1) The customer is responsible for the legality of the data transfer and its usage.

(2) All data stored and processed by the customer on the SaaS platforms provided by Klughammer remain the exclusive property of the customer. The customer may export the data at any time independently. The customer has no right to demand data export by Klughammer GmbH.

(3) The customer grants Klughammer GmbH permission to perform anonymized analysis of the data stored for the customer, e.g., for statistical purposes. Use of such analyses by Klughammer GmbH requires prior written approval from the customer.

§ 13 Warranty

According to the current state of technology, it is not possible to completely eliminate errors in software under all application conditions. However, Klughammer GmbH warrants that the services will be provided correctly from a technical perspective.

Errors in the software and associated documentation will be corrected free of charge by Klughammer GmbH within a reasonable period, provided the error is reproducible. To fulfill its warranty obligations, Klughammer GmbH may, at its discretion, either rectify the error or deliver a replacement. In particular, Klughammer GmbH may provide the customer with a new version of the software. Providing an alternative solution that allows the contractual use of the software is considered equivalent to fixing the error.

If a significant software defect is not corrected under the conditions described above, the customer may request a reduction of the monthly SaaS fee. Klughammer GmbH has the same right if correcting the defect would require unreasonable effort. If, during error correction, it becomes evident that the problems are due to user errors or improper use by the customer, Klughammer GmbH may charge a reasonable fee for the incurred effort.

Klughammer GmbH does not guarantee that the software named in the contract will meet the customer’s individual requirements. This applies especially to the failure to achieve the desired economic success. Warranty claims against Klughammer GmbH are granted only to the direct customer and may not be assigned, unless mandatory legal provisions permit such transfer.

§ 14 Disclaimer of Liability

Klughammer GmbH assumes no liability for disruptions in telecommunication connections, internet infrastructure issues, force majeure, or the fault of third parties or the customer. Klughammer GmbH is not liable for damages resulting from the customer’s disclosure of passwords or user credentials to unauthorized persons. Klughammer GmbH specifically excludes any liability for indirect or consequential damages. Liability for intent, gross negligence, or injury to life, body or health remains unaffected.

§ 15 Contract Duration and Termination

The contract is generally concluded for an indefinite period and enters into force on the date agreed in the contract. The billing period is one year.

The contract is automatically extended by another year if it is not terminated. Termination must be submitted in writing 30 days before the date of the last invoice.

The immediate termination of the contract for good cause remains unaffected for both parties. Klughammer GmbH may, in particular, terminate this contract immediately if the customer:

(1) becomes insolvent or bankruptcy proceedings are denied due to lack of assets,

(2) is in default of payment obligations under this contract and fails to comply despite a grace period and warning of contract termination,

(3) intentionally violates legal regulations in the use of the contracted services or infringes third-party copyrights, industrial property rights, or name rights,

(4) uses the services for the promotion of criminal, illegal, or ethically questionable activities.

§ 16 Contract Amendments

If an extension (qualitative or quantitative) of the contractually agreed services is requested within the scope of the currently available SaaS products, Klughammer GmbH will implement this within an agreed timeframe, and the customer shall be charged from the time of activation based on the adjusted terms. All adjustments must be submitted by the customer in writing, and it is the customer’s responsibility to ensure successful transmission.

If adjustments are requested that reduce (qualitatively or quantitatively) the contractually agreed services, these shall become effective at the end of the annual contract term.

§ 17 Notices

All notices must be sent in writing to the agreed email address. The contracting parties are obliged to inform each other immediately of any changes to the contact person or address. Otherwise, notices sent to the last provided address shall be deemed legally delivered.

§ 18 Final Provisions

(1) Amendments and additions to the contract must be made in writing to be valid.

(2) The contract or individual rights derived from it may only be assigned to third parties with the prior written consent of the other party.

(3) Should any provision of this contract be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected. The parties shall replace the invalid or unenforceable provision with a provision that comes as close as possible to its economic intent.

(4) All provisions of the contract which, by their nature, extend beyond its termination shall remain in effect until fulfilled. This includes confidentiality, governing law, compensation, intellectual property, liability, and warranty.

(5) In the event of disagreements, the parties shall seek an amicable settlement, ultimately at the executive level, before resorting to legal action. If such settlement is deemed impossible by either party, legal proceedings may be initiated.

(6) Place of performance, contract language, and applicable law:
The place of performance for payments and deliveries is Deggendorf. The contract language is German. All contracts are governed by the laws of the Federal Republic of Germany. The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Deggendorf, provided the third party is a merchant, a legal entity under public law, or a special fund under public law. This does not apply to dunning procedures. Klughammer GmbH remains entitled to sue the third party at their place of business. This applies unless mandatory statutory provisions provide otherwise.

The place of performance for payments and deliveries is Deggendorf. The language of the contract is German. All contracts with us are governed by the laws of the Federal Republic of Germany. The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Deggendorf, provided the third party is a merchant, a legal entity under public law, or a special fund under public law. This does not apply to dunning procedures. Klughammer GmbH, however, remains entitled to sue the third party at their registered office.

As of 04/2025 (replaces all previous editions)

Klughammer GmbH
Ulrichsberger Strasse 17
94469 Deggendorf
Germany
www.klughammer.com
info@klughammer.com
support@klughammer.com