General Terms and Conditions
§ 1 Validity of the Terms and Conditions
(1) These terms and conditions apply to all business transactions, contracts, and pre-contractual obligations, deliveries, services, and offers, including (in particular, all work, service, and consulting services) in the business dealings of aissistance GmbH with third parties (customers) who are not consumers within the meaning of § 13 BGB.
Only these General Terms and Conditions apply in transactions unless otherwise agreed in a separate contract. Other terms and conditions do not become part of the contract, even if aissistance GmbH does not explicitly object to them.
(2) Even if the conclusion of similar contracts in the future is not expressly pointed out again, only the General Terms and Conditions of aissistance GmbH in the version valid at the time of the declaration shall apply, unless the contracting parties agree otherwise in writing.
§ 2 Offers and Conclusion of Contracts
(1) Offers from aissistance GmbH are non-binding and subject to change unless the offer is expressly stated as binding.
(2) If a binding offer is made, it is valid for 6 weeks from the offer date unless otherwise stated in the offer.
(3) Offers remain the intellectual property of aissistance GmbH. Transfer or other use without the permission of aissistance GmbH is prohibited.
(4) A contract between aissistance GmbH and the customer is concluded exclusively as follows:
(a) A contract is concluded either by a mutually agreed contract at least in text form, via the online order portal of aissistance GmbH, or by the order confirmation of aissistance GmbH to the customer at least in text form, and also when aissistance GmbH begins to provide the service after being commissioned. aissistance GmbH may require written confirmations of verbal contract declarations from the customer.
An order via the online order portal of aissistance GmbH constitutes an offer to aissistance GmbH to make a purchase under the conditions displayed there. A contract for purchase or service provision under the terms specified in this offer is only concluded upon confirmation by aissistance GmbH.
Silence by aissistance GmbH in response to a declaration of intent from the customer does not constitute consent to a contract.
(b) A contract can also be concluded through mutually agreed declarations of intent via video chat (e.g., Zoom, Skype, Microsoft Teams, etc.) if the mutual declarations aimed at concluding the contract and its content, as well as the underlying terms and obligations, are verbally communicated or visually/textually displayed on the screen and recorded as proof using the recording function of the chat program. Both parties must agree to this form of contract and the recording during the session. Both parties receive a copy of the recording as proof of the contract content.
(c) An offer made by the customer requires explicit acceptance by aissistance GmbH in text form or via recorded video chat according to (b) above.
§ 3 Scope of Services and Rectification
(1) The scope, type, and quality of the services and/or deliveries are determined by the mutually agreed contract or the order confirmation of aissistance GmbH or, alternatively, the accepted offer of aissistance GmbH.
(2) Other services, details, or requirements become part of the contract only if both parties have agreed upon them at least in text form, or aissistance GmbH has confirmed them in text form. Subsequent changes to the scope of services require agreement or confirmation in text or written form by aissistance GmbH.
(3) Verbal agreements become effective only after written or text-form confirmation by aissistance GmbH.
(4) Project and product descriptions, presentations, test programs, etc., are service descriptions but not guarantees. A guarantee requires a written declaration by the management of aissistance GmbH.
(5) aissistance GmbH provides all deliveries and services according to the state of the art.
(6) If a service is not performed as per the contract due to negligence by aissistance GmbH and the customer complains immediately, aissistance GmbH is entitled to rectify the service within a reasonable time.
§ 4 Service Time, Delays, Place of Performance
(1) Indications of delivery and service completion times are non-binding unless they are explicitly stated as binding by aissistance GmbH in text or written form. aissistance GmbH may provide partial services if these are meaningfully usable for the customer.
(2) Delivery and service periods extend for the duration the customer is in default of payment and for the period during which aissistance GmbH is hindered in delivery or service due to circumstances beyond its control, including an appropriate start-up period after the obstacle has been removed. Such circumstances include force majeure, epidemics/pandemics, and labor disputes. Periods are also extended for the time during which the customer fails to provide contractual cooperation, such as missing information, access, provisions, or personnel.
(3) If the parties subsequently agree on other or additional services that affect agreed deadlines, these deadlines are extended accordingly.
(4) Reminders and deadlines from the customer require written form. A grace period must be reasonable, and a period of less than two weeks is only reasonable in cases of particular urgency.
(5) The place of performance for services is where the service is to be rendered. For all other services related to this contract, the place of performance is the registered office of aissistance GmbH.
§ 5 Contractual Commitment and Termination
(1) The duration of contracts is based on the provisions of the individual contract.
(2) The rights to terminate contracts follow statutory provisions. Termination must be in writing.
(3) Any termination of ongoing services in term or project contracts (e.g., rescission, reduction, termination for cause, compensation instead of service) must be threatened with a reasonable grace period (usually at least two weeks) and declared within two weeks after the grace period expires. In statutory cases (cf. § 323(2) BGB), the setting of a grace period may be omitted. The party responsible for the disruption cannot demand restitution.
(4) All declarations in this context must be in writing to be effective.
§ 6 Payment and Prohibition of Set-Off
(1) Unless otherwise agreed:
The agreed fee is due for payment within 14 days after the contractually compliant service has been rendered and the invoice received by the customer, without deduction. For services over a period exceeding four weeks (e.g., support, consulting), they are billed monthly with a 30-day payment term unless otherwise agreed. This also applies to project or work contracts.
(2) If the customer is in arrears with payment, aissistance GmbH is entitled to withhold further contractual services until full payment.
(3) Travel expenses, accessories, shipping, and telecommunications costs are additionally reimbursed based on actual expenses. Additional services requested by the customer (e.g., consulting, training, support) are billed as per the contractual agreement.
(4) All prices are subject to statutory VAT at the applicable rate.
(5) The customer can only offset against recognized or legally established claims from aissistance GmbH. Except under § 354 a HGB, the customer may only assign claims from this contract to third parties with prior written consent from aissistance GmbH. A right of retention or plea of unperformed contract is only available to the customer within this contractual relationship.
§ 7 Acceptance
(1) If the nature of the service (work contract) requires or stipulates acceptance, aissistance GmbH provides a completion notice after finishing the work. Unless otherwise stated, the customer must inspect and accept the service within six business days upon receipt of the completion notice.
(2) Minor defects do not justify refusal of acceptance. A minor defect includes an incomplete documentation.
(3) aissistance GmbH may request formal acceptance.
(4) Otherwise, the rules of § 640 BGB apply.
§ 8 Customer Obligations
(1) The customer must immediately inspect all delivery items and software provided by aissistance GmbH upon delivery or availability according to commercial regulations (§ 377 HGB) and report any defects in writing with a detailed error description. The customer must test each module/software component thoroughly for suitability before productive use. This also applies to software provided under warranty or maintenance contracts.
(2) The customer must take reasonable precautions in case the software does not function properly (e.g., data backup, software use documentation, fault diagnosis, regular result checks, emergency planning). It is their responsibility to ensure the functionality of the software environment and backup data.
(3) If necessary for service provision, the customer must grant aissistance GmbH the necessary system access for remote work or on-site and provide the required work environment for aissistance GmbH employees free of charge.
§ 9 Warranty
(1) For software: The software has the agreed properties upon transfer of risk and is suitable for the intended contractual use, or if not specified, for ordinary use. It meets the criteria of practical suitability and has the usual quality for software of its kind; it is not, however, error-free. Functional impairments resulting from hardware defects, environmental conditions, misuse, etc., are not defects. An insignificant reduction in quality is disregarded.
(2) For material defects, aissistance GmbH may initially provide rectification. Rectification is at aissistance GmbH's discretion by fixing the defect, delivering defect-free software, or providing alternatives to avoid the defect's effects. At least three repair attempts must be accepted. An equivalent new or previous program version without the defect must be accepted if reasonable. Software installation (patches or new versions) is the customer's responsibility.
(3) The customer supports aissistance GmbH in error analysis and defect correction by describing issues specifically, providing comprehensive information, and allowing sufficient time and opportunity for