General Terms and Conditions (GTC) of REDOO-NETWORKS GmbH

Version: January 23, 2025

 

§ 1 Scope
1. These GTC apply to all contracts, deliveries, and other services provided by REDOO-NETWORKS GmbH (hereinafter referred to as the “Contractor”), unless otherwise expressly agreed in writing.
2. Deviating conditions of the customer shall only become part of the contract if they are expressly confirmed in writing by the Contractor.
3. Changes or additions to these GTC must be made in writing. This also applies to any waiver of the written form requirement.
4. The Contractor is entitled to amend the GTC. The customer agrees that changes to the GTC will become effective by notification and attachment of the amended version to a contractual correspondence (e.g., invoice), provided that the customer does not object in writing within two weeks.

§ 2 Rights Holder

All rights to services and content remain with REDOO-NETWORKS GmbH unless explicitly agreed otherwise.

§ 3 Subject of the Contract / Service Description

1. The subject of the contracts is the provision of one or more paid services by REDOO-NETWORKS GmbH under a license agreement.
2. The services of REDOO-NETWORKS may be based on the use of third-party licenses.
3. Changes or extensions to the scope of services require written agreement.
4. Legal reviews of content or technical aspects are not part of the services. The customer is also responsible for ensuring compliance with competition and copyright regulations.
§ 4 Usage Rights and Restrictions
1. The Contractor grants the customer simple, non-exclusive, and limited usage rights to the services provided. Comprehensive, unrestricted usage rights are explicitly excluded.
2. Usage rights are only granted to the customer after full payment of the agreed remuneration.
3. The use of the provided services is permitted only within the agreed scope and for the agreed URL or purpose. Transfer to third parties or sublicensing is prohibited.
4. The Contractor does not provide services for immoral or illegal content.
5. The customer must comply with the license conditions of third-party software. The Contractor assumes no liability for violations.
6. Delivered software or source codes may only be used within the customer’s own company. Transfer or use by third parties is prohibited.
7. The Contractor reserves the right to audit compliance with these usage terms.
8. Violations of the license terms will result in a contractual penalty of €50,000 per violation. Further claims of the Contractor remain unaffected.

§ 5 Payment Terms

1. Upon order placement, 40% of the gross invoice amount must be paid in advance. Further installment payments may be required as progress is made (e.g., upon completion of the specification sheet).
2. If the customer delays in fulfilling their cooperation obligations, the Contractor may charge additional expenses at a rate of €120.00/hour.
3. Default interest may be charged at up to 9% above the base interest rate.
4. If a project cannot be completed due to the customer’s failure to cooperate, the entire agreed remuneration becomes due.
5. The delivery of the software is “as-is.” Adjustments, updates, or extended services require a separate agreement.
6. Any services not explicitly part of the contract will be charged separately.
7. No discounts or other deductions from the invoice amount will be granted.

§ 6 Customer Service / Complaints

1. For questions regarding products or complaints, the customer may contact REDOO-NETWORKS GmbH at the address specified in 2.
2. Inquiries and complaints may also be submitted via email to support@redoo-networks.com.

§ 7 Customer Responsibilities

1. By approving the go-live or acceptance, the customer confirms that all described changes/services – including user-side adjustments, code modifications, correlations with other software, and the implementation or modification of licenses – have been fully reviewed, tested, and understood by the customer.
2. Subsequent changes or corrections may be billed as additional paid services unless otherwise agreed in writing.
3. The customer is responsible for reviewing the changes for functionality, accuracy, and compliance with the agreed requirements before approval. The Contractor assumes no liability for unreported defects or change requests after approval.
4. The customer has a period of 5 business days to review the changes and report any questions or adjustment requests. In special cases, an extended review period of up to 10 business days may be granted upon written request via email or the ticket system. If no feedback is received within this period, the changes are deemed approved.
5. Approvals are only accepted in written form, e.g., via email or the ticket system.

§ 8 Warranty and Liability

1. The Contractor’s liability is limited to intent and gross negligence.
2. No liability is assumed for damages caused by force majeure or third parties.
3. The Contractor’s liability is limited to the contract value. Liability for lost profits or indirect damages is excluded.
4. The Contractor is not liable for the functionality of third-party software that is no longer maintained. Adjustments may be offered as paid services.
5. The Contractor assumes no liability for damages resulting from improper use or modifications to the source code by the customer.
6. After approval and go-live, the Contractor assumes no liability for any functional impairments or consequential damages unless caused by gross negligence or intent.

§ 9 Data Protection

1. The customer consents to the processing of their personal data by REDOO-NETWORKS GmbH and its subsidiaries, provided it is necessary for contract execution and the data is processed on servers within the EU.
2. Data will not be shared with third parties unless necessary for contract fulfillment.
3. Further information is available in the Contractor’s privacy policy.

§ 10 Confidentiality

1. Both parties agree to keep all information exchanged within the framework of the contract confidential.
2. This obligation remains in effect even after the termination of the contractual relationship.
3. The customer undertakes to keep the software’s source code strictly confidential and to prevent unauthorized access by third parties.

§ 11 Severability Clause

Should any provision of these GTC be invalid, the remaining provisions shall remain unaffected. The invalid provision shall be replaced by the applicable statutory provision or one that comes closest to the intended economic purpose. This severability clause also applies if invalidity is due to changes in legal regulations.

§ 12 Force Majeure

1. Events of force majeure that render contract fulfillment impossible entitle the Contractor to postpone the service for the duration of the hindrance or to withdraw from the contract.
2. Force majeure includes, but is not limited to, natural disasters, pandemics, wars, strikes, official orders, or other unforeseeable circumstances.

§ 13 Jurisdiction

1. The place of jurisdiction is Frankfurt/Oder. However, the Contractor is also entitled to sue at the customer’s place of business.
2. For customers outside Germany, Frankfurt/Oder is also the exclusive place of jurisdiction.