Reuterweg 51-53 - 60323 Frankfurt am Main
Status: January 2025
1.1.1. These General Terms and Conditions ("GTC") apply to all business relations, sales, deliveries, services and other legal transactions between the customer (hereinafter "customer") and DMP DataManagement Professionals GmbH (hereinafter "DMP"), unless otherwise agreed. Other contract terms shall not form part of the agreement, even if DMP does not expressly object to them.
1.1.2. Even if this is no longer referred to when concluding similar agreements in the future, only the version of DMP's GTC available at www.dm-p.com/de/agb at the time of the customer's declaration shall apply, unless the contracting parties agree otherwise in writing.
1.1.3. Any terms and conditions of the customer that conflict with these GTC shall not apply.
1.1.4 Agreements made in individual cases take precedence over these GTC. Verbal agreements must be confirmed in writing.
1.2. Offer and acceptance
1.2.1. Quotations by DMP are without obligation and non-binding, unless the quotation is indicated in writing as binding. A legally valid commitment is only established by a contract signed by both parties or by a written order confirmation from DMP, as well as by DMP starting to provide services after the order has been given. DMP may require written confirmation of oral contractual statements by the customer.
1.2.2. The customer is bound by its declaration to enter into contracts until 14 days after dispatch. DMP is entitled to accept the offer within this period. The time when DMP's acceptance is received by the customer is decisive for compliance with the deadline. The performance of services by DMP also counts as acceptance.
1.2.3. DMP reserves the right to change services if, due to manufacturer-related product changes, the originally agreed contract hardware or software is no longer available and insofar as this does not lead to an impairment of the overall performance of the contract hardware or software and is reasonable for the customer, taking into account DMP's legitimate interests. The customer shall be informed immediately of product changes.
1.3 Prices, payment
1.3.1. The agreed fee is due without deduction after the service is provided and the invoice is received by the customer and must be paid within 14 days.
1.3.2. Unless otherwise agreed, DMP's list prices apply at the time the order is placed. Value-added tax is not included in the price.
1.3.3. The customer may only offset claims recognised by DMP or claims validly established by law. The customer is only entitled to a right of retention or a right to refuse performance within this contractual relationship and in relation to undisputed, validly established claims.
1.4. Delivery and shipment
1.4.1. DMP's compliance with delivery deadlines shall be subject to Customer's compliance with any cooperation obligations and the timely provision of materials required for the performance of the service.
1.4.2. Partial deliveries are permitted if they are economically feasible for the customer. They can be invoiced separately.
1.4.3. The delivery and performance periods shall be extended by the period during which the customer is in default of payment under the agreement and by the period during which DMP is prevented from delivering or performing due to circumstances for which it is not responsible, and by a reasonable start-up period after the end of the prevention. Such circumstances include force majeure and labour disputes. Deadlines shall also be deemed to be extended by the period during which the customer fails to cooperate in breach of the agreement, for example by not providing information, not granting access, not supplying materials or not making employees available.
1.4.4. If DMP fails to meet a delivery date, the customer shall set a reasonable grace period, which shall in no case be less than two weeks.
1.4.5. The goods are delivered by shipment. Shipping costs shall be borne by the customer. They include the cost of the transport insurance taken out by DMP.
1.5. Limitation of liability
1.5.1. DMP shall pay damages or reimburse costs, regardless of the legal basis, only in accordance with the following provisions.
1.5.2. Liability in cases of intent, gross negligence, fraud and warranty is governed by the statutory provisions. In the case of gross negligence of ordinary vicarious agents, the amount of the customer's damage claim is limited to the contract-typical, foreseeable damage, unless it is damage due to injury to life, body or health and in the case of customer claims under the German Product Liability Act.
1.5.3. In case of a simple negligent breach of a cardinal obligation (an obligation the fulfilment of which is essential for the proper performance of the agreement, on the compliance of which the contractual partner regularly relies and may rely, and the breach of which jeopardises the fulfilment of the purpose of the agreement), DMP shall be liable to the extent of the typical damage that was foreseeable at the time of the conclusion of the agreement, up to a maximum of EUR 1,000,000.00 per damage and EUR 1,200,000.00 for all damages arising from and related to the agreement as a whole.
1.5.4. DMP is also liable for customer claims under the German Product Liability Act.
1.6. Confidentiality agreement
1.6.1. The contracting parties undertake to keep confidential all matters (e.g. software, documents, information) that they receive or become aware of from the other contracting party before or during the performance of the contract and that are protected by law or contain trade or business secrets or are designated as confidential, even after the expiry of the contract, unless they become publicly known without violation of the duty of confidentiality. The contracting parties shall store and secure these items in such a way that access by third parties is excluded.
1.6.2. The customer will make the contractual objects accessible only to employees and other third parties who need access to perform their official duties. The customer shall instruct these persons on the confidentiality of the objects.
1.6.3. Notwithstanding the above provisions, the parties have the right to comply with their legal obligations to disclose information, including protected information.
1.6.4. DMP processes customer data necessary for business transactions in compliance with data protection regulations. DMP may name the customer as a reference customer after conclusion of the contract.
1.7. Termination of the contract
1.7.1. A termination of the further exchange of services (e.g. in the case of cancellation, reduction, termination for just cause, compensation in lieu of performance) must always be threatened by stating the reason and setting a reasonable deadline for rectification (usually at least two weeks) and can only be declared within two weeks of the expiry of the deadline. In cases provided for by law (see Section 323 (2) BGB), the deadline may be waived. Anyone wholly or mainly responsible for the disruption cannot demand cancellation.
1.7.2. All statements in this context must be made in writing to be effective.
1.8. Written form
All amendments and/or supplements to these GTC, including amendments and/or supplements to this clause 1.8, must be in writing to be effective.
1.9. Amendments to the GTC
DMP is entitled to make amendments to the applicable GTC, which DMP will give prior written notice to the customer (including the objection period) and which will take effect unless the customer objects within two weeks of receiving the notice.
1.10. Applicable law, competent court
1.10.1 The law of the Federal Republic of Germany shall apply to the exclusion of conflict of laws and the UN Convention on Contracts for the International Sale of Goods.
1.10.2 The exclusive court of jurisdiction for all disputes between the parties shall be Osnabrück or, at DMP's option, the customer's registered office.
1.11. Severability
Should any provision of these GTC be or become invalid in whole or in part or fail to include a necessary provision, this shall not affect the validity of the remaining provisions. The parties shall replace the invalid provision by immediate agreement with a provision which, as far as legally possible, comes closest to the content of the invalid provision and most closely corresponds to the economic interest of the parties to the invalid provision.
2.1. Scope
The following provisions of clause 2 apply in addition to the general provisions of clause 1 to all agreements between the contracting parties, insofar as the subject matter of these agreements is the permanent supply of hardware and/or software to the customer.
2.2. Granting rights for software
2.2.1 The customer receives a non-exclusive, perpetual right to use the contractual software to the extent described in the order confirmation. The contractual software may only be used simultaneously by a maximum number of natural persons corresponding to the licences purchased by the customer. The permitted use includes installation of the contractual software, loading it into the working memory and the intended use by the customer. The number of licences and the type and scope of use are otherwise determined by the licence certificate. Under no circumstances does the customer have the right to lease or otherwise sublicense the purchased contract software, to reproduce it publicly or make it accessible by wire or wireless means, or to make it available to third parties for a fee or free of charge, for example by offering application services or as "software as a service".
2.2.2. The customer may make a backup copy if this is necessary to secure future use. The customer must visibly affix the notation "Reserve Copy" and a copyright notice of the manufacturer to the reserve copy made.
2.2.3. The customer is only entitled to decompile and reproduce the contractual software if this is provided for by law. However, this applies only on condition that DMP has not made the necessary information available to the customer upon request within a reasonable period of time.
2.2.4. The customer has the right to permanently transfer the purchased copy of the contractual software to a third party by handing over the licence certificate and documentation. In this case, the customer must completely stop using the programme, delete all installed copies of the programme from its computers and delete all copies on other data carriers or hand them over to DMP, unless it is legally obliged to keep them longer. At DMP's request, the customer must confirm in writing to DMP that the aforementioned measures have been fully implemented or, if necessary, explain the reasons for longer retention. In addition, the customer must expressly agree with the third party to comply with the scope of the grant of rights according to this provision. Splitting purchased licence volume packages is not permitted.
2.2.5. If the customer uses the contractual software to an extent that exceeds the acquired rights of use qualitatively (with regard to the type of use authorised) or quantitatively (with regard to the number of licences acquired), the customer shall immediately acquire the rights of use necessary for the authorised use. If he fails to do so, DMP shall enforce its due rights.
2.2.6. Copyright notices, serial numbers and other features that serve to identify the programme may not be removed or altered from the contractual software.
2.3. Retention of title
Ownership of the delivered goods and rights only passes to the customer after the contractual fee has been paid in full.
2.4. Warranty
Product descriptions, illustrations, test programmes, etc. are performance descriptions, but not guarantees. Warranty requires a written statement from DMP.
2.5. Warranty
2.5.1. If the customer demands subsequent performance due to a defect, DMP is entitled to choose between repair, substitute delivery or replacement performance. If the customer has given DMP a reasonable grace period after the expiry of the initial period without result and this period has also expired without result or if a reasonable number of attempts at repair, substitute delivery or substitute performance have remained unsuccessful, the customer may withdraw from the agreement in accordance with statutory regulations or reduce the price and claim damages or reimbursement of expenses. Under certain circumstances, subsequent fulfilment can also take place by handing over or installing a new programme version or a work-around.
2.5.2. Defects must be reported in writing by means of an intelligible description of the symptoms of the defect, if possible proved by written reports, printouts or other documents illustrating the defects. The reporting of defects must allow the reproduction of the defect. The customer's statutory inspection and reporting obligations remain unaffected.
2.5.3. The limitation period for claims for defects is 12 months from the transfer of risk. This does not apply if DMP has unlimited liability according to Article 1.5. In the case of licensed objects, the limitation period begins with the delivery of the first copy of the licensed object, including the user manual. In the case of the delivery of updates, upgrades and new versions, the limitation period for these items begins at the time of delivery.
2.5.4. The customer must immediately check the delivered goods for transport damage or other external defects, secure the relevant supporting documents and transfer any recourse claims to DMP, handing over the documents.
2.5.5. Claims are subject to the limitations of section 1.5.
3.1. Scope
3.1.1. The following provisions of clause 3 shall apply to all contracts between the contracting parties, in addition to the general provisions of clause 1, to the extent that the object of the contract is the temporary supply of hardware and/or software to the customer.
3.2. Customer rights to software
3.2.1. The customer is only entitled to process its own data with the programme in its own company for its own purposes. DMP hereby grants him the authorisations necessary for this use as a simple right of use for the duration of the agreement. The limitation of use to the number of workstations ordered in each case must be observed.
3.2.2. The customer is not allowed to pass on the software or parts thereof to a third party or to enable a third party to use or take cognisance of the software or to use the software for a third party.
3.3. Contract duration
3.3.1. Unless expressly agreed otherwise, the contract commences upon delivery.
3.3.2. The contract can be terminated by the customer with three months' notice until the end of the contract.
3.3.3. The contract can be terminated by DMP with 3 months' notice until the end of the contract.
3.3.4. Notice of termination for good cause must be given at least two weeks' notice in writing, stating the reason for termination.
3.3.5. Any cancellation must be made in writing in accordance with § 126 BGB.
3.3.6. At the end of the contract, the customer must return all delivered items to DMP or assure in writing that they have been removed, and must delete or destroy all copies of software and assure in writing that this has been done.
