General Terms and Conditions

The General Terms and Conditions of oxalis Individualsoftware GmbH (hereinafter referred to as "oxalis") consist of three sections.

Section 1 contains the Special Terms and Conditions for Unique / Software Hosting, i.e. partially standardised software operated in the oxalis data centre and used by the customer as a service via the Internet.
Section 2 contains the Special Terms and Conditions for Individual Software Development.
Section 3 governs the Special Terms and Conditions for Consulting / Other Services.

The Special Terms and Conditions apply in addition to the General Terms and Conditions and shall take precedence in the event of any conflict.

General Terms and Conditions of oxalis Individualsoftware GmbH

§ 1 Conclusion of Contract / Registration

The following General Terms and Conditions (GTC) in the version valid at the time of contract conclusion shall apply exclusively to all business relationships between oxalis and the customer. These form part of all offers and contracts relating to deliveries and/or services provided by oxalis.
Individual agreements made with the customer on a case-by-case basis (including ancillary agreements, supplements and amendments) shall in any event take precedence over these GTC. A written contract or written confirmation by oxalis shall be decisive for the content of such agreements.
Unless otherwise agreed, the GTC in the version valid at the time of the order, or at least in the version last communicated to the customer in text form, shall also apply as a framework agreement for similar future contracts without oxalis having to refer to them again in each individual case.
Deviating or conflicting conditions of the customer shall not be recognised unless oxalis has expressly agreed to their validity in writing.
The silence of oxalis regarding business letters and/or general terms and conditions of the customer that contain provisions deviating from these GTC shall not be construed as consent.
The contract is concluded when the offer is accepted by the client no later than 30 days after the offer date, unless a different period is specified. Receipt of the customer's declaration of acceptance constitutes confirmation of the conclusion of the contract.
In the case of a contractual relationship conducted via the Internet, the contract is concluded through electronic registration. After the registration process and conclusion of the contract, the customer will be sent the content of their order by email.

§ 2 Remuneration, Payment Terms, Prohibition of Set-off

The remuneration for oxalis services is defined in the Special Terms and Conditions or in a separate agreement.
Unless otherwise agreed, billing for consulting services, work and training shall be based on actual working days or working hours at the daily rates applicable to the respective service.
If there is a change to the contractual agreement between oxalis and the customer, any existing change in remuneration shall be specified either in the Special Terms and Conditions or in the separate agreement.
Prices are net plus the statutory value added tax applicable at the time of service provision, unless otherwise stated.
All invoices from oxalis are due for payment 14 days after receipt of the invoice without any deduction, unless a different timeframe is specified.
In the event of late payment by the customer, oxalis is entitled to charge default interest of 5% above the respective base interest rate per annum if the customer is a consumer, and 8% above the respective base interest rate per annum for businesses. The right to claim further damages is reserved.
Set-off by the customer against claims of oxalis with counterclaims is excluded unless the counterclaims are undisputed or have been established by a final court decision.
Travel costs incurred in connection with the provision of services shall be invoiced to the customer. Travel costs shall either be agreed separately or charged at a flat rate of EUR 0.60 per kilometre for travel to and from the site. External travel and accommodation costs shall be reimbursed upon presentation of receipts.

§ 3 Liability

oxalis shall be liable without limitation for all damages in cases of intent and gross negligence.
In cases of slightly negligent breach of material contractual obligations (cardinal obligations, i.e. obligations whose breach jeopardises the attainment of the purpose of the contract or obligations whose fulfilment is essential for the proper performance of the contract and on whose compliance the contractual partner may regularly rely), oxalis shall be liable in amount limited to the foreseeable damages typical for the contract.
In cases of slightly negligent breach of non-material contractual obligations, oxalis shall not be liable.
The above limitations of liability shall not apply to liability for damages arising from injury to life, body or health, or in cases of mandatory statutory provisions.
Liability for indirect and consequential damages, including loss of profit, is excluded to the extent permitted by law.

§ 4 Data Security, Data Protection

oxalis undertakes to comply with all relevant provisions of the German Federal Data Protection Act (BDSG), the General Data Protection Regulation (GDPR) and all other applicable data protection regulations. If data protection conditions change such that existing contractual provisions become insufficient or obsolete, the parties shall cooperate in good faith to adapt the contractual provisions to the new requirements.
oxalis shall take all necessary technical and organisational measures in accordance with Art. 32 GDPR to ensure an appropriate level of protection for the personal data of the customer processed in the course of contract performance.
If oxalis processes personal data on behalf of the customer in the course of contract performance, a separate data processing agreement pursuant to Art. 28 GDPR shall be concluded.
The customer is responsible for compliance with the data protection provisions applicable to them and shall ensure that the personal data entered or processed by them is based on a valid legal basis.

§ 5 Confidentiality

oxalis and the customer undertake to treat confidentially all trade secrets received from or becoming known through the other contracting party before and during the performance of the contract, in particular those marked as confidential or which by their nature are to be regarded as trade secrets, and not to make them accessible to third parties.
The confidentiality obligation shall not apply to information that was already known to the public at the time of conclusion of the contractual agreement, that becomes publicly known after the conclusion of the contract without the involvement or fault of the receiving party, that was demonstrably already in the possession of the receiving party before disclosure by the disclosing party and without any confidentiality obligation, that was lawfully transmitted or made accessible to the receiving party at any time by an authorised third party without any confidentiality obligation, or that must be disclosed due to legal obligations or by order of a court or authority.
The confidentiality obligation shall also apply for a period of three years after termination of the contractual relationship, unless expressly agreed otherwise.

§ 6 Force Majeure

Neither party shall be liable for non-performance or delayed performance of its contractual obligations insofar as such is attributable to circumstances of force majeure. These include in particular natural disasters, acts of war, epidemics or pandemics, governmental orders, disruptions to telecommunications networks or energy supply, and comparable events beyond the control of the parties.
The affected party shall inform the other party without delay of the occurrence and expected duration of the force majeure event. Both parties shall endeavour in good faith to minimise the effects of the event. If the force majeure event lasts longer than three months, either party shall be entitled to terminate the affected contract in writing with 30 days' notice.

§ 7 Final Provisions

Ancillary agreements and contractual supplements require written form to be valid. The written form requirement may not be waived orally.
The customer is only entitled to assign their rights and/or obligations under this contract with the prior written consent of oxalis.
If the customer is a merchant, a legal entity under public law, or a special fund under public law, or if the customer has no general place of jurisdiction within Germany, the exclusive place of jurisdiction for all disputes arising from this contract shall be the registered office of oxalis.
The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
Should individual provisions of this contract be or become invalid or should a gap be identified, this shall not affect the validity of the remaining provisions. In place of the invalid provision, such valid provision shall be deemed agreed which comes closest to the economic purpose of the invalid provision.
oxalis reserves the right to amend these GTC at any time with effect for the future. oxalis shall inform the customer of changes in text form. The changes shall be deemed approved if the customer does not object in writing within six weeks of receipt of the notification of changes.

Section 1: Special Terms and Conditions for Unique / Software Hosting

This section sets out the special terms and conditions for the software Unique / Software Hosting. The General Terms and Conditions of oxalis Individualsoftware GmbH shall apply in addition.

The subject matter of this section is the rights and obligations of the contracting parties in connection with the provision and use of the web-based software "Unique" by oxalis as Software-as-a-Service (SaaS). The following provisions shall also apply mutatis mutandis to other software products hosted by oxalis and made available to the customer as a service (software hosting).

§ 1 Subject Matter of the Contract

oxalis provides the customer with the web-based software Unique – hereinafter referred to as "Unique" – in its current version via the Internet for use under the SaaS model. The functional scope of Unique is defined in the service description, which forms part of the contract.
Unique is operated in a data centre of oxalis or a hosting service provider commissioned by oxalis. oxalis ensures that the hosting service provider meets the requirements for data security and data protection in accordance with applicable statutory provisions.
In addition to providing Unique, oxalis also provides services in the areas of software maintenance, support and further development in accordance with the contractual agreements.

§ 2 Provision of Unique

oxalis provides the customer with the software Unique for use via the Internet. Access is via a standard web browser. The customer requires an Internet connection for use, which is not the subject of the contract.
oxalis ensures that Unique is kept technically up to date. oxalis will improve and adapt Unique as part of ongoing development. Feature enhancements and updates will be provided to the customer within the scope of the contractual relationship.
oxalis will provide the customer with the contractually agreed user accounts and access credentials. The customer is responsible for the secure safekeeping of their access credentials.
oxalis will provide and operate the system environment required for the use of Unique, including databases, application servers and storage space.

§ 3 Technical Availability of Unique / Support

oxalis guarantees an availability of Unique of 98.5% as an annual average. Planned maintenance windows, which oxalis will announce to the customer at least 48 hours in advance, are excluded from the availability calculation. Support is available to the customer during oxalis's regular business hours. Outside business hours, support is available by email; enquiries will be processed on the next business day.

§ 4 Non-Fulfilment of Main Contractual Obligations

If oxalis cannot provide the contractually owed service or cannot provide it in full, oxalis will inform the customer without delay. If the availability of Unique falls below 95% in a quarter, the customer is entitled to a pro rata credit of the monthly fee for the affected period. Further claims by the customer, in particular claims for damages, are governed by § 3 (Liability) of the General Terms and Conditions.

§ 5 Usage Rights for Unique

oxalis grants the customer the non-exclusive, non-transferable right to use the software Unique under the SaaS model for its intended purpose for the duration of the contractual relationship.
The right of use includes access to Unique via the Internet using a web browser and the use of the functionalities specified in the contract.
The customer may only use Unique for its own business purposes. Sub-licensing, sub-letting or other provision to third parties is not permitted without the prior written consent of oxalis.
The source code of Unique will not be disclosed to the customer. The customer is not entitled to decompile, disassemble or otherwise attempt to derive the source code, unless expressly permitted by mandatory law.
All rights to Unique, including copyrights, patents and other intellectual property rights, remain with oxalis or its licensors.
The customer does not acquire any rights to the software beyond the contractually granted right of use through the use of Unique.
Upon termination of the contractual relationship, all usage rights granted to the customer in respect of Unique shall expire. oxalis will, upon request, provide the customer with the customer data stored in Unique in a common, machine-readable format.
oxalis will delete the customer data after termination of the contractual relationship and after expiry of the contractually or legally prescribed retention periods, unless the customer requests the return of the data within 30 days of the end of the contract.

§ 6 Obligations of the Customer

The customer undertakes to:
- establish and maintain the proper condition of hardware and software of their infrastructure at their own expense, insofar as this is required for the use of Unique;
- have a sufficient Internet connection;
- use a current version of a standard web browser;
- keep their access credentials confidential and protect them from access by third parties;
- inform oxalis immediately if there are indications of misuse of their access;
- back up their data regularly and adequately, insofar as they enter their own data into Unique.
The customer is obliged to:
- not use Unique to store, distribute or make accessible unlawful content;
- not undertake any actions that could impair the integrity or functionality of Unique or the underlying infrastructure;
- not carry out any automated access to Unique (e.g. scraping or bots), unless expressly authorised by oxalis.

§ 7 Breach of Obligations by the Customer

oxalis is entitled to suspend the customer's access to Unique in whole or in part if the customer breaches material contractual obligations, in particular the obligations specified in § 6. oxalis will inform the customer before a suspension and set a reasonable period for remedy, unless an immediate suspension is necessary to avert significant risks.
In the event of a justified suspension, the customer's obligation to pay remuneration shall remain unaffected.
The customer shall be liable for damages incurred by oxalis as a result of a breach of obligations by the customer in accordance with the statutory provisions.

§ 8 Remuneration

Remuneration for the use of Unique is governed by the individual agreement or the current price list of oxalis. Unless otherwise agreed, remuneration shall be invoiced monthly in advance. The provisions of § 2 of the General Terms and Conditions shall also apply.

§ 9 Liability

The provisions of § 3 of the General Terms and Conditions shall apply to the liability of oxalis.
oxalis shall not be liable for data loss insofar as this is attributable to the customer's failure to back up their data regularly and adequately. This does not apply insofar as the data loss is due to fault on the part of oxalis.
oxalis shall not be liable for damages caused by the use of an outdated or unsupported browser version or by an inadequate Internet connection on the part of the customer.
oxalis shall not be liable for interruptions or impairments of the service that are due to circumstances beyond the control of oxalis, in particular disruptions to the Internet, power outages or attacks by third parties (e.g. DDoS attacks).
The liability of oxalis for data loss shall be limited to the typical recovery costs that would have been incurred if the customer had performed regular and proper data backups.

§ 10 Term, Termination

The contractual relationship commences on the date specified in the agreement and runs for an indefinite period, unless a fixed term has been agreed.
For contracts of indefinite duration, the contract may be terminated by either party with three months' notice to the end of a calendar quarter, unless a different notice period has been agreed.
The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular if a party repeatedly breaches material contractual obligations despite a warning, or if insolvency proceedings are opened against a party's assets or rejected for lack of assets.
In the event of termination of the contractual relationship, oxalis will hand over and delete the stored data in accordance with § 5 (g) and (h) of these Special Terms and Conditions.

Section 2: Special Terms and Conditions for Software Development

The following Special Terms and Conditions apply to contracts for individual software development by oxalis. They supplement the General Terms and Conditions and take precedence over them in the event of any conflict.

§ 1 Subject Matter of the Contract

oxalis develops individual software for the customer in accordance with the specifications set out in the contract and/or the requirements document.
The scope of services is defined in the offer, the requirements document or the individual agreement. Subsequent changes require a written agreement (change request).
oxalis owes the creation of the software in accordance with the agreed requirements document. If no requirements document has been agreed, oxalis owes the creation of software that corresponds to the functionalities described in the offer.
oxalis is entitled to engage subcontractors for the provision of the contractually owed services. oxalis remains responsible to the customer for the proper provision of services.

§ 2 Performance of Services

oxalis performs the services in accordance with the respectively agreed project plan. If no binding schedule has been agreed, oxalis shall perform the services within a reasonable timeframe.
Agreed dates and deadlines are only binding if they have been expressly designated as "binding" or "fixed".
oxalis will regularly inform the customer about project progress and conduct coordination meetings as needed.
If oxalis is in delay with the provision of services, the customer must first set oxalis a reasonable grace period before further rights can be asserted.

§ 3 Cooperation Obligations

The customer undertakes to support oxalis in the provision of services to the extent required. This includes in particular the timely provision of information, documents, data and access required for the execution of the project, the nomination of a competent contact person authorised to make decisions, timely feedback on enquiries and coordination documents, and participation in agreed coordination meetings.
If the provision of services by oxalis is delayed as a result of a breach of the customer's cooperation obligations, agreed dates and deadlines shall be extended accordingly. Additional costs incurred by oxalis due to the delay shall be borne by the customer.

§ 4 Changes to Services

The customer may request changes to the scope of services during the project (change request). oxalis will review the change request and submit an offer to the customer regarding the impact on schedule, effort and remuneration.
Change requests become binding only after written agreement between the parties. Until a change request is agreed, service provision shall continue on the basis of the existing agreements.
oxalis is entitled to draw the customer's attention to technical or professional risks arising from a change request and to refuse implementation if it would jeopardise the integrity, security or maintainability of the software.

§ 5 Planning Phase: Creation of the Requirements Document

If agreed, oxalis shall create a requirements document during a planning phase that describes the functional and non-functional requirements for the software to be developed.
The planning phase is treated as a separate subject matter of the contract and is remunerated separately.
oxalis develops the requirements document on the basis of the information provided by the customer and the jointly conducted analysis and coordination discussions.
The requirements document is submitted to the customer for approval. The customer reviews the requirements document within an agreed period and declares approval in writing. Change requests are treated as change requests.
The approved requirements document forms the binding basis for the development phase. Deviations require a written agreement.

§ 6 Acceptance of the Software

oxalis provides the customer with the completed software or completed partial deliverables (milestones) for acceptance. Acceptance is based on the requirements document or the functionalities described in the offer.
The customer shall test the provided software within 14 calendar days of delivery (acceptance testing) and declare acceptance in writing, unless a different period has been agreed.
Acceptance may not be refused on account of immaterial defects. Immaterial defects are those that do not or only insignificantly impair the intended use of the software.
If the customer does not declare acceptance within the testing period and does not identify any defects, the software shall be deemed accepted.
If defects are identified during acceptance testing, the customer shall document them in writing and notify oxalis. oxalis will remedy the justified defects within a reasonable period and make the software available for acceptance again.
Upon acceptance, the risk of accidental loss or accidental deterioration of the software passes to the customer.

§ 7 Remuneration

Remuneration for software development is governed by the individual agreement. Unless otherwise agreed, remuneration shall be on a time-and-materials basis at the hourly or daily rates of oxalis applicable at the time. Instalment payments may be agreed. The provisions of § 2 of the General Terms and Conditions shall also apply.

§ 8 Grant of Rights

Upon full payment of the agreed remuneration, oxalis grants the customer the exclusive, unrestricted right of use to the individually developed software, without limitation in time or territory. This includes the right to use, reproduce, modify and further develop the software for the customer's own purposes.

Insofar as oxalis uses general libraries, frameworks or tools in the development that were not specifically developed for the customer or that oxalis also uses in other projects, oxalis retains the rights to these components. The customer receives a non-exclusive, temporally unlimited right of use to these components within the scope of the agreed purposes.

If the customer is to receive the source code of the software, this shall be agreed separately. The source code shall be handed over upon full payment of the remuneration.

§ 9 Warranty

oxalis warrants that the developed software fulfils the functionalities described in the requirements document or the offer.
The warranty period is 12 months from acceptance of the software, unless a different period has been agreed.
The customer shall report defects to oxalis in writing without delay after discovery, with as precise a description of the defect as possible. oxalis will remedy justified defects within a reasonable period.
The warranty does not extend to defects caused by improper use, unauthorised modifications by the customer or third parties, use in an environment not approved by oxalis, or external influences (e.g. hardware defects, virus infection).

Section 3: Special Terms and Conditions for Consulting / Other Services

The following Special Terms and Conditions apply to contracts for consulting, training and other services (hereinafter collectively referred to as "Consulting"). They supplement the General Terms and Conditions and take precedence over them in the event of any conflict.

Consulting services are provided as a service contract (Dienstvertrag), unless a work contract (Werkvertrag) has been expressly agreed.

§ 1 Performance of Services

The type and scope of consulting services are defined in the individual agreement (offer, commission, statement of work).
oxalis performs the services in accordance with the state of the art and with the diligence of a prudent businessperson.
oxalis is free to determine working hours and place of work, unless otherwise agreed. If services are to be provided on the customer's premises, the customer shall provide the necessary workstations and access.
oxalis is entitled to have the commissioned services performed in whole or in part by qualified employees or subcontractors. oxalis remains responsible to the customer for the proper provision of services.
Work results created in the course of consulting services (e.g. concepts, documentation, presentations, analyses) shall become the property of the customer upon full payment of the remuneration, unless otherwise agreed.
Insofar as oxalis uses general methods, tools or know-how in the provision of services that were not specifically developed for the customer, oxalis retains the rights thereto.

§ 2 Cooperation Obligations of the Client

The customer undertakes to support oxalis in the provision of services to the extent required, in particular through the timely provision of information, documents and access, the nomination of a competent contact person, and timely decisions.
Delays resulting from a breach of the customer's cooperation obligations shall not be to the detriment of oxalis. Agreed deadlines shall be extended accordingly. Waiting times caused by the customer's lack of cooperation may be invoiced by oxalis.

§ 3 Remuneration

Remuneration for consulting services is governed by the individual agreement. Unless otherwise agreed, remuneration shall be on a time-and-materials basis at the hourly or daily rates of oxalis applicable at the time.
Billing takes place monthly on the basis of hours or days worked. Activity reports are submitted to the customer with the invoice.
The provisions of § 2 of the General Terms and Conditions shall also apply.

§ 4 Contract Duration and Termination

The contract duration is governed by the individual agreement.
For contracts of indefinite duration, the contract may be terminated by either party with four weeks' notice to the end of a month, unless a different notice period has been agreed.
The right to extraordinary termination for good cause remains unaffected.

§ 5 Liability

The provisions of § 3 of the General Terms and Conditions shall apply to the liability of oxalis in the context of consulting services. Insofar as consulting services are provided as a service contract, oxalis owes the diligent provision of the agreed services, but not a specific result.