General Terms and Conditions
of PRODASO GmbH (1 Nov 2025)
Version 2.1
1. SCOPE OF APPLICATION
These General Terms and Conditions (GT&Cs) apply to all present and future offers made by and contracts (Prodaso Customer Contracts) concluded with PRODASO GmbH (Prodaso). These GT&Cs shall only apply vis-à-vis entrepreneurs (“Unternehmern”) within the meaning of § 14 Civil Code, legal entities under public law or special bodies or funds under public law (“öffentlich-rechtlichen Sondervermögen”) (Customer). Any terms and conditions issued by the Customer which deviate from or supplement these GT&Cs, shall only become part of the contract, if and to the extent Prodaso has specifically agreed to their validity in writing.
2. CONCLUSION OF THE CONTRACT
Prodaso Customer Contracts regarding (cloud-)software, hardware, implementation- and consulting services etc. (Prodaso Services) are concluded upon unconditional acceptance of Prodaso's offer by Customer. All agreements between the Customer and Prodaso and shall be made or confirmed in writing (E-Mail is sufficient). Prodaso is entitled to engage third parties for the performance of its contractual obligations.
3. CHANGES TO THE SCOPE OF SERVICES
Should the Customer require a change or adjustment of the scope of services which deviates from the original Prodaso Customer Contracts, such wish has to be expressed in writing. Prodaso will then inform the Customer as to whether and under which conditions it is willing to accept this change.
4. SPECIFIC DUTY OF CO-OPERATION OF THE CUSTOMER
The Customer is responsible for all activities that take place in the user accounts of its users. The Customer is responsible for its own equipment, hardware, software, networks and communication lines, including all public telecommunications lines and/or networks required for proper access to and use of the Prodaso Services, and has to provide and maintain these itself, unless otherwise agreed in writing. The Customer undertakes to provide Prodaso in good time with all information and documentation necessary for the execution of the Prodaso Customer Contracts and to inform Prodaso of all processes and circumstances which may be relevant to the fulfillment of the Prodaso Customer Contracts. This also applies to documents, events and circumstances that first become known to the Customer during the provision of Prodaso Services. At the request of Prodaso, the Customer shall provide information in writing (E-Mail is sufficient) or repeat in writing oral information already issued. The Customer guarantees that all software products and data transferred by him to Prodaso have been scanned for viruses or similarly destructive programs which may be contained therein by means of virus protection software which is state of the art at the time of delivery.
5. PRICES AND TERMS OF PAYMENT
All prices are quoted before value added tax. Unless a price is agreed upon in the Prodaso Customer Contracts, the currently valid price list is applicable. Thirdparty services and additional services that are not included in the price list or the Prodaso Customer Contracts will be paid for separately. The price of additional services shall be based on the daily rates of Prodaso that apply to the additional services at the time the agreement is concluded. The current rates of Prodaso will apply in respect of expenses and travel costs. The rendered Prodaso Services will be invoiced after performance of each Prodaso Service and the payment terms shall be within thirty (30) days from date of invoice. The Customer may only set off claims by Prodaso with claims that are undisputed or legally validated or reciprocal counterclaims to claims of Prodaso. A right of retention based on earlier or other business transactions forming part of the current business relationship is expressly excluded. Exempted from this is the right to retention arising from undisputed or legally valid claims.
6. DATES, DEADLINES AND PERFORMANCE IMPEDIMENTS
If Prodaso is prevented from complying with the agreed delivery and performance dates due to reasons beyond its control (disruption of operations, labor strike, lockout, difficulties with the energy supply, late delivery on part of providers, problems with third party products [e.g. software provided elsewhere etc.]), Prodaso shall immediately notify the Customer thereof. In such cases the Customer is not authorized to cancel the contract. If in such cases it is not foreseeable that Prodaso will be able to perform within a reasonable time or at least not later than within four months, both parties are entitled to cancel the contract. The same applies if the impediments which caused the delay still exist within 4 months of notification by Prodaso. If Prodaso could have reasonably foreseen the impediments at the time the agreement was concluded Prodaso shall not be entitled to rescind the contract.
7. SUSPENSION OF PRODASO SERVICES
In the event that (i) the Customer or (ii) one of its users violates material obligations under these GT&Cs or the Prodaso Customer Contracts, or (iii) the Customer fails to pay invoices within the applicable payment deadlines, Prodaso may suspend access for the user(s) concerned or suspend access to Prodaso Services for all users of the Customer and the Customer's affiliated companies. In such cases, Prodaso shall make reasonable efforts to contact the Customer. During the period of suspension, the Customer shall remain obliged to pay the remuneration.
8. PASSING OF RISK, ACCEPTANCE
If acceptance is required or agreed upon, then the Customer is, insofar as the acceptance conditions are otherwise fulfilled, also obliged to accept self-contained partial performance if such partial performance is useful for the Customer in terms of the contractually intended purpose and the Customer does not incur any significant expenses or additional costs as result of the acceptance. The Prodaso Services are deemed to have been accepted if Prodaso has indicated its readiness for acceptance
- and the Customer does not within two weeks thereafter declare acceptance or refuse acceptance specifying defects,
- or the Customer thereupon productively uses the rendered services.
Prodaso must be immediately informed in writing of any defects that prevent acceptance, such notice to contain a detailed description of the defects and their consequences. Upon request of Prodaso, the Customer shall provide the test data gathered in relation to a failed acceptance test to Prodaso in electronic form.
9. WARRANTY CLAIMS
- If the rendered Prodaso Services prove to be defective, the claims by the Customer for default shall be governed by statutory provisions, subject to the proviso that the Customer may initially only claim for rectifications of defects.
- If such defect rectifications finally fail, the Customer is entitled to either reduce remuneration or rescind the respective Prodaso Customer Contract. In addition, the Customer is entitled to claim damages in lieu of the performance and reimbursement of expenses under the provisions with Section 10.
- In cases of justified complaints, Prodaso is obliged to cover all labor and material costs for the removal of the defects. If Prodaso proves that the product was not defective, Prodaso can demand reimbursement of costs incurred for the removal of the alleged defect in accordance with the compensation rates regulated in the Prodaso Customer Contracts, plus any additional costs incurred. If no price is specified in the Prodaso Customer Contracts, the currently valid price list applies.
- The period of warranty shall be 12 months from transfer of risk or alternatively from time of acceptance in cases where acceptance is required or has been stipulated. Claims for damages pursuant to Section 10 shall be prescribed in accordance with the statutory provisions.
10. LIABILITY
Prodaso shall be liable without limitation in the event of intent or gross negligence, in the event of personal injury in accordance with the provisions of the Product Liability Act and to the extent of a guarantee assumed by Prodaso. In the event of a slightly negligent breach of any obligation that is essential for achieving the purpose of the contract (cardinal obligation), Prodaso's liability shall be limited to the annual remuneration of the relevant Prodaso Customer Contract. Prodaso shall have no further liability.
11. RIGHTS OF USE
Prodaso grants to the Customer a non-exclusive, temporary and none-transferable usage right, to use the Prodaso Services provided by Prodaso to such extent, as is necessary for the Customer’s own business purposes intended by the Prodaso Customer Contracts. The Prodaso Services rendered by Prodaso may contain open source software / free software as well as software of third party suppliers. In this respect, the usage rights of the Customer are governed by the respective applicable licensing conditions. The usage right granted to the Customer expires if and as soon as the Customer defaults in its payment of the remuneration or a part thereof and revives in its entirety if and when the Customer pays the amounts to Prodaso that are in arrears. The grant of usage rights to third parties is only permissible with the prior written consent of Prodaso.
12. THIRD-PARTY RIGHTS
Subject to Section 10, if a third party asserts an IPR claim against the Customer, Prodaso shall defend the Customer at Prodaso's expense and Prodaso shall pay all necessary expenses, including any settlement or damages payments resulting from the IPR claim. This shall not apply if the IPR claim is based exclusively on changes, modifications or additions to the Prodaso Services that the Customer has caused itself or commissioned a third party to cause, or if the IPR claim results from the Customer's use of the Prodaso Services in combination with other products that have not been approved or provided by Prodaso. In any case, the Customer must immediately inform Prodaso in writing of any IPR claim and provide Prodaso with reasonable assistance in defending or settling the IPR claim at Prodaso's expense. Prodaso shall engage legal counsel of its choice to defend and settle any IPR claim, and the Customer shall grant Prodaso full control over the defense and settlement of the IPR claim at all times. If an IPR claim has been caused by changes, modifications or additions to the Prodaso Services that the Customer has made themselves or commissioned a third party to make, or if the IPR claim results from the use of the Prodaso Services in combination with other products that have not been approved or provided by Prodaso, the Customer is obliged to reimburse Prodaso for all reasonable defense costs, including reasonable legal fees, incurred by Forterro in defending the IPR claim.
13. COMPLIANCE
All Prodaso Services are subject to applicable export control and sanctions laws, in particular the export control and sanctions laws of the United States, the European Union, the United Kingdom and Switzerland (‘Export and Sanctions Laws’). Any transfer that violates the Export and Sanctions Laws is prohibited. The Customer and the Customer's affiliates must comply with all Export and Sanctions Laws and may not, directly or indirectly, provide or otherwise make available Prodaso Services in violation of Export and Sanctions Laws. The customer may not directly or indirectly provide or make Prodaso Services available in a country subject to export and sanctions laws to persons or entities controlled by such countries or to nationals or residents of such countries, unless they are nationals who are residents of countries not subject to such sanctions. The Customer undertakes, on its own behalf and on behalf of its affiliated companies, to comply with the above provisions and further represents and warrants that neither it nor its employees or the employees of its affiliated companies are resident in or controlled by such a country, are nationals or residents of such a country, or are included on any list as specified in the export and sanctions laws.
14. AUDIT
Upon request, the Customer shall provide Prodaso with a legally binding written confirmation from one of its authorised signatories or managing directors once a year, confirming that the Prodaso Services are being used in all material respects in accordance with these GT&Cs or the Prodaso Customer Contracts. If the Customer fails to provide this confirmation within 30 calendar days of Prodaso's request, or if Prodaso has reasonable doubts that the Customer is complying with these terms and conditions in all material respects, the Customer shall, upon request, grant Prodaso access within 15 calendar days to all available data, networks and systems that are reasonably requested by Prodaso and necessary to verify the use of Prodaso Services by all users of the Customer. Failure to grant such access constitutes a material breach of contract. If the Customer receives an audit request from a third-party software product supplier, it must immediately inform Prodaso of such request and allow Prodaso to process and coordinate the request in relation to the requesting supplier.
15. CONFIDENTIALITY, DATA PROTECTION
The parties agree to keep secret all information that becomes available, which is designated as confidential or is discernible as a business or company secret under the circumstances, and to neither record, transmit nor exploit such information, unless necessary for the achievement of the goals in accordance with the Prodaso Customer Contracts. This obligation of confidentiality also remains in effect beyond termination of the Prodaso Customer Contracts for an unlimited period of time. Prodaso records/saves such data of the Customer as is required for contract initiation and performance (i.e. addresses and bank account information) in accordance with the statutory provisions. Prodaso generally only processes data from machines and no personal data of the Customer as processor of the Customer. If the Customer nevertheless has personal data processed by Prodaso, it will inform Prodaso accordingly and the parties will conclude a data processing agreement.
16. FINAL PROVISIONS
Alterations and additions to GT&Cs must be made in writing. Verbal secondary agreements, including any agreed waiver of the requirement that such amendments have to be recorded in writing, are ineffective. These GT&Cs and any contracts subject to thereof are governed by German law. The validity of the UN Convention on Contracts for the International Sale of Goods is excluded. The place of performance for all Prodaso Services subject to these GT&Cs shall be Bielefeld, Germany. The place of jurisdiction for all disputes arising under the Prodaso Customer Contracts subject to these GT&Cs shall be Bielefeld. Should clauses of these GT&Cs or the Prodaso Customer Contracts subject to these GT&Cs be or become entirely or partially ineffective or unenforceable, then all of the remaining clauses of these GT&Cs or the Prodaso Customer Contracts subject to these GT&Cs remain unaffected thereby. The ineffective or unenforceable clause shall be replaced by an effective and enforceable clause which comes closest to the commercial purpose envisaged by the parties of the Prodaso Customer Contracts. The same shall apply in the event of an omission. The terms and conditions of these GT&Cs or any corresponding Prodaso Customer Contract take precedence over the terms and conditions or other provisions contained in a Customer’s order/ PO. In the event of contradictions between the text of these GT&Cs, the Prodaso Customer Contracts and any attachments or other documents, the following order shall apply: 1) the Prodaso Customer Contracts, 2) these GT&Cs and 3) other attachments. In the event of any conflict between the German text and the English text, the German text shall prevail.