Terms & AGB of PARTNER TECH Europe GmbH

General Terms and Conditions (GTC)

I. Scope

These General Terms and Conditions apply to all contracts concluded by PARTNER TECH Europe GmbH (hereinafter referred to as "PARTNER TECH Europe"), including software licence and service contracts (such as training, consulting, software maintenance or hardware maintenance contracts).
Other agreements and subsidiary agreements are only effective if they have been confirmed in writing by PARTNER TECH Europe.
The general terms and conditions of the other contracting party (hereinafter referred to as "Customer") shall not apply.

II. Conclusion of the contract

Offers made by PARTNER TECH Europe are subject to change. A contract is concluded when PARTNER TECH Europe accepts an order from the customer (offer).
Software maintenance contracts refer to the software licences specifically designated in the contract (main licence, additional licences and/or chargeable additional modules); details are regulated under VII.
In the case of training courses, the invoice will be sent at the same time as the confirmation of registration. Only payments received before the start of the training course entitle the customer to participate in the training course. Details regarding training courses are regulated in VI.

III. Prices, shipping, terms of payment

All prices quoted by PARTNER TECH Europe are ex warehouse plus the value added tax applicable on the date of performance.
Shipping is at the risk and expense of the customer. This also applies to returns.
Delivery and service dates or deadlines are only binding for PARTNER TECH Europe if they have been expressly designated as binding in writing by PARTNER TECH Europe. Compliance with agreed delivery and service dates requires that payments or other obligations of the customer are fulfilled in a timely manner. If this is not the case, the dates for PARTNER TECH Europe shall be extended accordingly. If the dates are not met for other reasons, the customer is entitled to set a reasonable grace period in writing with a threat of rejection and, after its fruitless expiry, to withdraw from the order with regard to the delivery and service in default. PARTNER TECH Europe is entitled to make early delivery. It may withdraw from the contract if a supplier does not deliver as agreed or on time and PARTNER TECH Europe is not responsible for this.
As a rule, payment shall be made in advance; otherwise, invoices are due for payment without deductions 10 days after receipt of the invoice. In case of doubt, invoices shall be deemed to have been received three working days after the invoice date. In the event of default of acceptance by the customer, the due date shall be the date of offer of delivery. The customer is not entitled to offset PARTNER TECH Europe's payment claims unless their counterclaim is undisputed or has been legally established. If the customer is in default, PARTNER TECH Europe is entitled, without prejudice to other rights, to withhold all deliveries or services and to charge default interest at a rate of nine percentage points above the base rate plus a flat rate of €40 (cf. Section 288 (5) BGB). The rights of use for the goods delivered shall only be granted upon full payment of all due claims. This shall not apply if PARTNER TECH Europe agrees to earlier use in writing. The customer is not entitled to pledge or transfer ownership of the software by way of security.
If the service cannot be provided in whole or in part for reasons for which the customer is responsible, the customer shall nevertheless remain obliged to pay, less any expenses actually saved.
Unless otherwise specified in the contract, ancillary costs such as travel and accommodation expenses shall always be reimbursed separately. The amount of the ancillary costs is determined in detail by the currently valid price list of PARTNER TECH Europe or by the costs actually incurred.
Value added tax and any other statutory charges shall be invoiced separately at the applicable statutory rate. This also applies to public charges for services provided abroad.
PARTNER TECH Europe is entitled to withhold its services if a due claim remains unpaid even after a reminder has been issued.
With regard to software maintenance and hardware maintenance contracts, remuneration is calculated in advance at the beginning of each calendar year. If the software maintenance contract begins during a current calendar year, the remuneration for the short calendar year shall be calculated on a pro rata basis. Special services, travel costs and expenses shall be paid in accordance with the applicable billing rates of PARTNER TECH Europe.
Personnel services (personnel, training and consulting services) shall be invoiced at the fixed price specified in the contract or on a time and material basis after completion or acceptance of the services, unless a different invoicing method has been agreed in the contract. Details are set out in VI. If the customer makes use of further services provided by PARTNER TECH Europe, regardless of whether this has been agreed in writing or is based on other enquiries, the list prices of PARTNER TECH Europe valid at the time of performance shall apply to these additional services, subject to other provisions. For services on a time and material basis, the hours worked and travel time incurred shall be invoiced at the applicable hourly or daily rates, and the materials used shall be invoiced at the prices applicable at the time of performance. A working day consists of 8 hours. Any services exceeding this shall be invoiced at the applicable hourly rate for each 15 minutes or part thereof. Estimated prices for services on a time and material basis specified in the contract are non-binding. The quantities on which an estimate is based are based on an assessment of the scope of services carried out to the best of our knowledge. If PARTNER TECH Europe determines in the course of providing the services that the quantities will be exceeded, it shall notify the customer immediately.

IV. Copyright

PARTNER TECH Europe is the owner of the copyrights and exploitation rights to the copyright-protected works to be delivered, in particular to software, training materials and the documents and files made available to the customer, to which the following provisions apply. In particular, the customer is prohibited from granting sub-licences and making the works, in whole or in part, or the associated documentation available to third parties or otherwise accessible, unless this serves to realise the rights under Sections 69d and 69e of the Copyright Act (UrhG) in accordance with the following provisions.
The customer shall pay the agreed usage fee for the right of use granted in these terms and conditions, in particular for software and, if applicable, training materials. Subject to full payment of the corresponding remuneration, PARTNER TECH Europe grants the customer the non-exclusive and non-transferable right to use the delivered software. The scope of use is agreed as follows: The customer may reproduce the software to the extent that the respective reproduction is necessary for use. Necessary reproductions include, in particular, the installation of the software from the original data carrier to the mass storage device of the hardware used and loading it into the working memory. In addition, the customer may make a reproduction for backup purposes. However, in accordance with Section 69d (2) of the German Copyright Act (UrhG), only one backup copy may be made and retained. The backup copy must be marked as such and provided with a copyright notice ("© PARTNER TECH Europe"). The customer may not make any further reproductions, including printing the program code on a printer or photocopying the entire manual or significant parts thereof.
Products supplied for evaluation purposes (e.g. hardware, software, data carriers, documents, etc.) are provided free of charge for a limited period and remain the property of PARTNER TECH Europe. PARTNER TECH Europe reserves the right to equip these products in such a way that they are no longer fully functional after the agreed period of use has expired. The customer cannot derive any claims from this.
The customer may use the software on any hardware available to them. However, if the customer changes the hardware, they must delete the software from the previously used hardware. Simultaneous storage, stocking or use of a licence on more than one piece of hardware is not permitted. If the customer wishes to use the contractual software on several hardware configurations at the same time, they must purchase the corresponding number of licences. The number of users is based on the agreements made with PARTNER TECH Europe. Offering an ASP ("Application Service Provider") or SaaS (Software as a Service) operation is only permitted if the parties have expressly agreed to this.

V. Services and scope of services

PARTNER TECH Europe is entitled to transfer the fulfilment of its contractual obligations in whole or in part to third parties. If this is done by way of order processing, PARTNER TECH Europe shall ensure that, before commissioning the third party, an order processing agreement is concluded with the third party that complies with the legal and technical requirements of Art. 28 GDPR.
Installation, implementation and maintenance services are only part of the contract if they have been expressly agreed in writing.
The performance of the contract must not interfere with the other contracting party's responsibilities under employment law. Employees of PARTNER TECH Europe are bound solely by the instructions of PARTNER TECH Europe.

VI. Special provisions for training and consulting contracts

PARTNER TECH Europe reserves the right to make minor changes to training content and, if necessary, to change dates and locations, e.g. in the event of a low number of firm registrations.
If the participant does not attend the entire training course, the full participation fee shall nevertheless be payable.
Cancellation and/or rebooking of a training registration must be made in writing.
If the registered participant does not attend the training course without having cancelled or rebooked in good time, the full invoice amount remains payable.
If the participant is prevented from attending the agreed training date for a valid reason, they are entitled to name a replacement participant at any time. No additional costs will be incurred for this.

VII. Special provisions for software maintenance contracts

1. Services

PARTNER TECH Europe or the respective software producer may provide updates; if this is not the case, reference is made to the warranty period of one year (see Section IX No. 1 sentence 1).
The processing of questions relating to the customer's organisation (e.g. optimisation of business processes or business management consulting) is not covered by the scope of maintenance.
The scope of services does not include the individual creation, adaptation, modification or transfer of software or databases, the maintenance of hardware or the training of users. Changes or further developments to the software requested by the customer are also not covered by software maintenance, but constitute special requests that are invoiced separately.
The software maintenance contract is concluded for an indefinite period. It can be terminated with three months' notice to the end of the calendar year. If this contract begins during a current calendar year, termination is only possible in the second calendar year following the start of the contract, in accordance with sentence 1. Termination must be in writing; text form is not sufficient. The right to terminate for good cause remains unaffected (Section 314 of the German Civil Code (BGB)).

2. Performance of maintenance

Maintenance work shall be carried out during normal business hours. PARTNER TECH Europe shall decide at its discretion where the maintenance work is to be carried out.
The customer is obliged to report any errors that occur in a reproducible form with a precise written description of the error and its effects. PARTNER TECH Europe's maintenance obligation shall only commence once a complete error report has been received in the aforementioned sense.
Depending on the type of error, the services supporting error correction shall be provided at the discretion of PARTNER TECH Europe by means of:

verbal instructions for troubleshooting or error prevention
or instructions for mitigating the effects of the error,
transmission of a written procedure description and/or function description,
delivery of a software supplement, or
Delivery of a new software version.

If the error only insignificantly impairs the use of the software, PARTNER TECH Europe is entitled to refer the customer to temporary solutions until a new software version that remedies the part in question has been created.

3. Maintenance requirements and customer obligations

If the software maintenance contract does not commence with the delivery of the software, the customer must ensure that the latest version of the software released by PARTNER TECH Europe is in use at the start of the software maintenance contract.
For the software to function properly, certain requirements regarding the hardware and software environment (in particular with regard to the operating system) must be met by the customer. These requirements can be found in the relevant user manuals for the software. It is the customer's responsibility to inform themselves about the suitability of the hardware and software environment before concluding the contract.
As long as the customer has not met the maintenance requirements in accordance with clauses 1 to 2 above, all obligations of PARTNER TECH Europe under the contract shall be suspended.

VIII. Special provisions for contracts for work and services

Service results are generally not subject to acceptance. The following provisions shall only apply if the contracting parties have expressly agreed on a contract for work and services.
Unless otherwise stipulated in the contract, remuneration for work performed shall be due as follows:

1/3 of the total remuneration upon conclusion of the contract,
1/3 of the total remuneration upon delivery;
1/3 of the total remuneration upon acceptance or due date of the contractual service. In the case of partial delivery, the respective share of the delivery is due for payment.

The customer shall accept the services immediately after successful acceptance testing and/or handover. An insignificant deviation from the agreed performance characteristics and acceptance criteria does not entitle the customer to refuse acceptance. PARTNER TECH Europe's obligation to remedy defects (subsequent performance) remains unaffected.
If the customer does not provide the conditions necessary for acceptance in accordance with the contract despite being requested to do so, the services shall be deemed to have been accepted 14 calendar days after the request. The services shall also be deemed to have been accepted when the customer begins to use them productively.
Consulting and support for the customer in accepting the services provided by PARTNER TECH Europe must be expressly agreed in writing.
Defects that have been recorded in the acceptance report and defects that justify subsequent performance, which the customer asserts before the expiry of the limitation period for claims for defects, shall be remedied by PARTNER TECH Europe at its own expense. If, upon examination of a complaint, it transpires that there was no defect entitling the customer to subsequent performance, PARTNER TECH Europe may demand reimbursement of the costs incurred for the services provided on the basis of the alleged defect in accordance with its general rates of remuneration.
The customer is obliged to check immediately whether the contractual services show any obvious defects. Such obvious defects must be reported in writing within a preclusive period of ten days after acceptance or, if they occur later, within a preclusive period of ten days after their occurrence. Non-obvious defects must be reported in writing within a preclusive period of one year after their occurrence.

IX. Claims for defects

A warranty period of one year applies to all deliveries and services provided by PARTNER TECH Europe within the scope of this contract. This does not apply to all claims listed in X., as well as all claims based on gross negligence or intent or which exist due to injury to life, limb, health or a material contractual obligation.
If the provision of software is owed, the warranty period shall commence upon delivery of the software to the customer.
The customer has been advised that it is not possible to completely rule out errors in software. The customer's warranty rights are excluded if the customer does not notify PARTNER TECH Europe of obvious defects within ten days of delivery or performance and of hidden defects within ten days of discovery, providing a description of the defect. The customer's warranty rights are also excluded if the defects complained of were caused by improper installation, improper use, unauthorised modification or improper testing. If the customer modifies the software themselves or has it modified by third parties without the prior consent of PARTNER TECH Europe, claims for material defects shall lapse, unless the customer can prove that the errors that have occurred are not attributable to this fact.
For the software to function properly, certain requirements must be met by the customer with regard to the hardware and software environment (in particular with regard to the operating system). These requirements can be found in the relevant user manuals for the software. It is the customer's responsibility to ensure that the hardware and software environment is suitable before concluding the contract.
If a defect is attributable to information provided by the customer, PARTNER TECH Europe shall be released from its warranty for these defects.

X. Liability

The customer may only claim damages in lieu of performance in accordance with § 281 BGB or reimbursement of expenses in accordance with § 284 BGB after they have set PARTNER TECH Europe a reasonable deadline for performance or subsequent performance with the declaration that they will refuse performance or subsequent performance after expiry of the deadline, and performance or subsequent performance has not taken place within the set deadline.
Subject to the above clause 1, the statutory liability for damages due to a guaranteed quality of the services and software is not limited by these General Terms and Conditions. Otherwise, PARTNER TECH Europe shall be liable exclusively in accordance with clauses 3 to 15 below.
Subject to clauses 6, 7 and 8 below, PARTNER TECH Europe shall only be liable without limitation in the following cases:

in cases of intent and gross negligence;
in the event of culpable breaches of duty resulting in injury to life, limb or health.

Unless a case pursuant to clause 3 b) above applies, PARTNER TECH Europe shall only be liable for slight negligence if an obligation is breached whose fulfilment is essential for achieving the purpose of the contract (cardinal obligation). In the event of a slightly negligent breach of a cardinal obligation, liability shall be limited to the amount of foreseeable damage typical for this type of contract.
Unless otherwise agreed, five times the remuneration owed under the contract shall be deemed to be typical, foreseeable damage.
Except in cases of intent and gross negligence, liability for lost profits and other pure financial losses is excluded.
Claims for damages against PARTNER TECH Europe shall not exist if a simple vicarious agent of PARTNER TECH Europe grossly negligently violates non-essential contractual obligations.
Liability for data loss shall be limited to the typical restoration costs that would have been incurred if backup copies had been made regularly and in accordance with the risk.
The exclusions and limitations of liability pursuant to clauses 2 to 8 above shall also apply to non-contractual liability.
Liability under the Product Liability Act remains unaffected by the above provisions.
In the relationship between the customer and PARTNER TECH Europe, it is the sole responsibility of the customer to monitor the products and work results delivered by PARTNER TECH Europe after they have been placed on the market (product monitoring obligation) and to respond to any dangers or hazards. The customer is obliged to inform PARTNER TECH Europe immediately of any errors, problems and/or dangers in connection with the products and work results delivered by PARTNER TECH Europe. If damage or injury is caused by a breach of the product monitoring obligation, the customer shall be solely liable for this.
PARTNER TECH Europe accepts no liability for damage caused by third-party companies commissioned by the customer failing to perform the customer's services, performing them late or performing them improperly.
In the case of software not manufactured by PARTNER TECH Europe (third-party software), PARTNER TECH Europe's liability is limited to the proper condition of the data carriers and any manuals. PARTNER TECH Europe accepts no liability for the content, functionality and accuracy of third-party software. This warranty is the sole responsibility of the software manufacturer.
PARTNER TECH Europe shall immediately notify the customer of any unforeseen events beyond its control (force majeure, such as strikes, illness of an employee and other comparable circumstances) that make it impossible to perform the service as planned and that cannot be countered by reasonable and appropriate means. These events entitle PARTNER TECH Europe to postpone its contractual obligations accordingly. Any further claims for damages by the customer are excluded.
Unless otherwise specified in these General Terms and Conditions, all liability claims of the customer against PARTNER TECH Europe shall become time-barred within one year after the claim has arisen and the customer has become aware of the circumstances giving rise to the claim or should have become aware of them without gross negligence. This does not apply to the claims specified in this Section X, Nos. 2, 3, 4 and 10.

XI. Confidentiality, data protection, Data Act

The contracting parties undertake to treat all confidential information that becomes known to them as confidential and to use it only for contractually agreed purposes. The duty of confidentiality does not apply to persons who are authorised to take note of such information and are legally or contractually obliged to maintain confidentiality, or insofar as it conflicts with the assertion of their own claims or the other party has consented to the disclosure.
The contracting parties are required to oblige their employees who are more closely involved with the services to be provided to maintain confidentiality.
The obligation to maintain confidentiality and not to use the information disclosed shall not apply if it was demonstrably known prior to disclosure or was known or generally accessible to the public or experts prior to disclosure, or if it becomes known or generally accessible to the public or experts after disclosure without the involvement or fault of a contracting party, or if it essentially corresponds to information that is disclosed and made accessible to a contracting party at any time by an authorised third party in a legally permissible manner. Subject to the aforementioned restrictions, this confidentiality obligation shall also apply after the end of the contract. Section 5 of the Trade Secrets Protection Act shall remain unaffected in any case.
The contracting parties undertake to comply with the applicable data protection regulations when executing this contract and the respective individual contracts and to require their employees to comply with these regulations. If PARTNER TECH Europe processes personal data (hereinafter referred to as customer data) on behalf of the customer in the course of providing services, the customer is the "controller" of this customer data under data protection law. In this case, the parties hereby conclude the attached data processing agreement available at LINK, which specifies the rights and obligations of the parties in accordance with Art. 28 GDPR.

The parties are aware that mutual claims to access and use data may exist under the Data Act (EU Regulation 2023/2854). For the sake of clarity, the parties note that the Data Act generally only applies to metadata generated by the use of electronic cash registers and not to data generated by the cash register software. Subject to the data protection provisions that must always be observed in this regard, PARTNER TECH Europe is entitled to use, process and utilise the metadata generated by the customer's use in the same way as the customer itself, in particular for the technical improvement of its products.

XII. Final provisions

Should individual provisions or parts of provisions be void or ineffective, this shall not affect the validity of all other provisions or the contract as a whole. In place of the invalid provision or part of the invalid provision, PARTNER TECH Europe shall agree with the customer on a valid provision that comes as close as possible to the economic content of the invalid provision or the invalid part of a provision.
The place of performance for all obligations arising from this contract is the registered office of PARTNER TECH Europe.
Amendments and additions, as well as termination of the contractual relationship, must be made in writing. This also applies to any waiver of this written form clause.
The exclusive place of jurisdiction for all disputes is Norderstedt.
The law of the Federal Republic of Germany applies exclusively, with the exception of the UN Convention on Contracts for the International Sale of Goods (CISG United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980).