General terms and conditions of business
General terms and conditions of cherub-Systems UG (limited liability) for the managed services area
§ 1 General and scope
The following General Terms and Conditions (GTC) apply to all business relationships between the customer and cherub-Systems UG (limited liability), Zähringer Str. 367a, 79108 Freiburg im Breisbau (hereinafter: cherub-Systems UG), in the area of managed services.
Customers of cherub-Systems UG and within the meaning of these General Terms and Conditions can only be entrepreneurs, clubs and associations.
According to Section 14 of the German Civil Code (BGB), an entrepreneur within the meaning of the General Terms and Conditions is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction with cherub-Systems UG, acts in the exercise of their commercial or independent professional activity. A legal partnership is a partnership that has the ability to acquire rights and incur liabilities. A customer who represents a public special fund is also considered an entrepreneur in this sense.
§ 2 Subject of the contract
(1) cherub-Systems UG provides services in the area of managed services. As part of this offer, cherub-Systems UG offers the customer various service packages, by means of which, depending on the selected scope, the customer's IT systems or PC workstations are monitored and/or backups of the systems are created via remote maintenance after the obligatory installation of remote maintenance software become. Depending on the service package selected, the system is monitored with regard to the basic functions of the systems and software, automatic updates of security-relevant updates to the agreed software solutions (e.g. office programs, Internet browser, operating system) are carried out, monitoring reports are evaluated by system technicians and recommendations for action are given and/or in accordance with what is specified in the offer Schedule backups of systems created. Depending on the corresponding service package, user support and the manual reworking of the security updates to be carried out may also be part of the contract.
The subject of the contract is therefore managed services from cherub-Systems UG within the scope of the service package selected and commissioned by the customer, the specific scope of which is stated in the offer.
Ordering the service packages requires the setup of the client software necessary to provide the managed services. Unless otherwise agreed in the offer, the customer must install the client software necessary to carry out the managed services on the contractual IT systems themselves and ensure that these systems can be accessed via the Internet to carry out the services of cherub-Systems UG. If cherub-Systems UG wishes to set up the client software differently from what is offered by cherub-Systems UG, cherub-Systems UG is entitled to invoice the customer for these activities at cost in accordance with the current cherub-Systems UG price list.
Before commissioning and choosing the respective service package, the customer is obliged to ensure that the customer's IT systems meet the specifications of cherub-Systems UG for managed services. The system requirements can be viewed at the following URL:
§ 3 Conclusion of contract
The contract is concluded through individual communication, whereby cherub-Sytems UG usually sends the customer an individual offer, which the customer can accept by sending a declaration of acceptance. If the offer is sent electronically, the customer can accept it using the “Open” button in the email and then the “Accept offer” button and the subsequent “Order/Buy” button. If the button labels differ, but essentially mean the same process, this also counts as acceptance.
§ 4 Services of cherub-Systems UG
(1) cherub-Systems UG provides the customer with the contractually agreed service within the scope of the selected service package as set out in the offer
Scope of services available. The contractually agreed IT systems are monitored via remote maintenance and remote monitoring. Against this background, the software necessary for the provision of the service, which was installed as part of the initial setup, may not be removed by the customer. It must also be ensured that the PC workstation covered by the contract is connected to the Internet.
If user support is included in the service package ordered, cherub-Systems UG will provide the customer with a hotline for telephone user support Monday to Friday during cherub-Systems UG office hours from 9:00 a.m. to 5:00 p.m. Public holidays in Baden-Württemberg are excluded.
The monthly support times for user questions that may be included in the service packages are available to the customer in the respective calendar month to the contractually agreed extent.
Support services that are not part of the contractually agreed service package can be ordered separately by the customer and will be billed to the customer by cherub-Systems UG based on the currently valid price list of cherub-Systems UG.
If the creation of backups is agreed as part of the contracted services, the backups will be created on the customer's IT systems at the frequency specified in the offer and daily - usually at night - provided that the customer's IT systems can be reached the Internet is permanently guaranteed, transferred to the data storage specified by cherub-Systems UG in the offer.
§ 5 Obligations of the customer
(1) The customer is obliged to coordinate any intended subsequent changes to the contractual IT systems, which may have an impact on the contractual services of cherub-Systems UG, with cherub-Systems UG before making the changes.
(2) In the event of failures of hardware or software applications that are the subject of the managed services contract, the customer must inform cherub-Systems UG immediately, unless cherub-Systems UG has already recognized this during monitoring.
(3) The customer undertakes to comply with the manufacturer's applicable operating conditions as well as the product-specific specifications of the respective hardware and software components.
4) The customer ensures that regular backups of the contractual PC workstations are carried out, unless the creation of backups by cherub-Systems UG is part of the contractual managed services.
(5) The customer immediately removes harmful computer programs and files of any kind as well as data carriers or other components of the IT system and other attachments if cherub-Systems UG considers this to be necessary to maintain system integrity and requests the customer to do so.
§ 6 Contract term / termination
(1) The contract comes into force upon conclusion of the contract. Unless otherwise agreed, the minimum contract term is 12 months.
(2) The contractual relationship can be terminated by either party at the earliest upon expiry of the contractually agreed minimum contract term with one month's notice. If the contract is not terminated, it will be extended by the contractually agreed minimum term and can be terminated with one calendar month's notice to the end of the respective term.
(3) The right of each contracting party to terminate the contract without notice for good cause remains unaffected. Termination without notice requires in any case that the other party is warned in writing or in text form and asked to eliminate the alleged reason for termination without notice within a reasonable period of time.
§ 7 Hourly quotas for user support
(1) The customer is entitled to user support, provided this is included as part of the selected service package or offer. This can be used within the agreed monthly hourly quota at cherub-Systems UG.
(2) The user support services provided by the customer by telephone within the agreed hourly quota are provided without any special agreement within the service hours of cherub-Systems UG, Monday to Friday from 9:00 a.m. to 5:00 p.m. Public holidays in Baden-Württemberg are excluded.
(3) Additional hours are possible within the capacity of cherub-Systems UG after consultation with the customer and must be paid for separately in accordance with the current price list of cherub-Systems UG.
(4) An agreed monthly hourly quota for user support must be paid in full by the customer even if the number of hours used as the basis for this flat rate has not been used by the customer. In this case, the monthly payments or hourly quotas cannot be credited to the next month.
§ 8 Remuneration
(1) The contractually agreed fees are plus the statutory VAT of the Federal Republic of Germany.
(2) Unless a fixed monthly hourly quota has been agreed between the customer and cherub-Systems UG, the agreed hourly quota has been exceeded according to a separate agreement or other services have been commissioned by the customer which are not included in the respective service package or offer the billing of these additional services by cherub-Systems UG according to their current price list.
(3) The agreed fees for the services will be invoiced by cherub-Systems UG on a monthly basis in advance. Other services are invoiced separately by cherub-Systems UG.
(4) Invoices from cherub-Systems UG are due within 10 days
Invoice due for payment.
(5) In the event of late payment, the statutory provisions apply.
§ 9 Obligation of confidentiality
When providing the service, cherub-Systems UG will process data received from the customer exclusively in accordance with the customer's instructions and will not use or process it in any other way.
cherub-Systems UG undertakes to maintain confidentiality from everyone about all internal processes as well as about the tasks and projects assigned to cherub-Systems UG. This obligation shall survive termination of this Agreement.
§ 10 Limitation of liability
In principle, cherub-Systems UG is only liable in cases of intent and gross negligence. cherub-Systems UG is also liable for negligent breach of obligations if this results in injury to life, body or health or if a guarantee or claims under the Product Liability Act are affected. cherub-Systems UG is also liable for the negligent violation of obligations, the fulfillment of which is essential for the proper execution of the contract, the violation of which endangers the achievement of the purpose of the contract and on whose compliance the customer regularly relies. In the latter case, however, cherub-Systems UG is not liable for unforeseeable damage that is not typical for the contract. cherub-Systems UG is not liable for slightly negligent breaches of other obligations. The above limitations of liability also apply to vicarious agents of cherub-Systems UG.
§ 11 Final provisions
(1) Only German law applies to this contract, excluding the UN Convention on Contracts for the International Sale of Goods.
(2) If the customer is a merchant within the meaning of the Commercial Code, a legal entity of
public law or a special fund under public law, the place of jurisdiction for all disputes arising from or in connection with this contract is the court with material and local jurisdiction for the registered office of cherub-Systems UG.
cherub-Systems UG remains entitled to file or initiate legal proceedings at the customer's general place of jurisdiction.
(3) If a clause of this contract is ineffective, the validity of the other clauses of this contract remains unaffected.
General terms and conditions of cherub Systems UG (limited liability) for services in the area of system support
§ 1 General and scope
The following General Terms and Conditions (GTC) apply to all business relationships between the customer and cherub-Systems UG (limited liability), Zähringer Str. 367a, 79108 Freiburg im Breisgau (hereinafter: cherub-Systems UG), in the area of system support.
Customers of cherub-Systems UG and within the meaning of these General Terms and Conditions can only be entrepreneurs, clubs and associations.
According to Section 14 of the German Civil Code (BGB), an entrepreneur within the meaning of the General Terms and Conditions is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction with cherub-Systems UG, acts in the exercise of their commercial or independent professional activity. A legal partnership is a partnership that has the ability to acquire rights and incur liabilities. A customer who represents a public special fund is also considered an entrepreneur in this sense.
§ 2 Subject of the contract
(1) cherub-Systems UG provides services in the area of system support for the IT system operated in-house by the customer. The subject matter of the contract is the hardware and software components of the customer's IT system that are contractually agreed between the parties and are therefore included in the system support contract. The specific scope of system support services results from the individual agreement between the customer and cherub-Systems UG.
(2) Before the start of the service obligation, cherub-Systems UG carries out an initial inspection for devices that were not delivered by itself or for devices that have remained with the customer for more than three months without support. The devices must comply with the specifications of the respective manufacturer.
§ 3 Services of cherub-Systems UG
(1) cherub-Systems UG enables the customer to report system malfunctions by email. Alternatively, the customer can use a hotline to report system problems from Monday to Friday during office hours from 9:00 a.m. to 5:00 p.m.
(2) The arrival and departure of cherub-Systems UG for on-site appointments will be billed separately.
(3) System support, client installation (workstation, user workstation) & outage maintenance (maintenance and repairs) within the applicable response times are invoiced at the agreed hourly rate.
- a) System support includes maintenance and support. Maintenance is carried out with the aim of avoiding possible failures through early detection.
- b) Repairs in the event of hardware or software problems include telephone assistance, fault localization, repairs, functional tests after repairs and on-site time by the technician.
- c) IT malfunctions will be eliminated as far as possible through telephone assistance from cherub-Systems UG.
- d) If mandatory technical changes in accordance with the manufacturer's instructions are discovered during maintenance or repair, these are also part of the maintenance and repair. If components need to be supplemented or replaced as a result, a separate order is required.
- e) In the event of software failures, cherub-Systems UG contacts the software manufacturers and sends the error description and supports the manufacturer in diagnosing and correcting errors, as far as this can be achieved by cherub-Systems UG.
- f) Maintenance and repairs do not include: the elimination of faults caused by force majeure, external influences, fault of the customer (conversions or additions, application errors, configuration errors, inadequate (faulty or unsuitable) software (e.g. errors in the source code of Software, software conflicts, virus attacks, etc.) or the influence of third parties. Also not included are the replacement of consumables and wearing parts as well as the dismantling and/or installation of devices during a move.
(4) An on-site appointment can also become part of the system support contract; depending on the customer's wishes, this will be recorded in the offer.
- (5) IT organization
– cherub-Systems UG informs the customer about the need for hardware upgrades, upcoming renewals or updates Hardwareaufrüstungen, anstehenden Erneuerungen bzw. Updates - (6) Emergency user & network support (within the specified response time),
– cherub-Systems UG will contact the customer within the specified response time, analyze the problem and
try to fix this or provide the user with assistance!
- (7) Employee support at the workplace
- Customer employees can take advantage of cherub-Systems UG's remote support via email or telephone assistance. - (8) other consulting services from cherub-Systems UG
- Advice on system optimization and integration of additional system components.
- Advice on virus protection and protecting the system from external data attacks.
- Advice on innovations in system components, especially system software updates and device drivers
cherub-Systems UG determines the procedure, details and means of providing the service within the scope of the subject matter of the contract on its own responsibility, unless the customer expressly gives cherub-Systems UG specialist instructions based on the tasks.
§ 4 Obligations of the customer
(1) The customer is obliged to notify cherub-Systems UG in writing of any subsequent changes in the type, scope or timing of maintenance or repairs in a timely manner so that execution is possible.
(2) In the event of failures of hardware or applications that are the subject of the system support contract, the customer must inform cherub-Systems UG immediately, unless cherub-Systems UG has already recognized this.
(3) The customer undertakes to comply with the manufacturer's applicable operating conditions as well as the product-specific specifications of the respective hardware and software components. Consumables and data carriers must correspond to the manufacturer's specifications.
(4) The customer backs up his digital data regularly, at the latest before the service begins with cherub-Systems UG.
(5) Interventions (opening, etc.) as well as malfunctions on the devices being serviced must be reported to cherub-Systems UG immediately within the contractually agreed service times (duty to mitigate damage). For this purpose, the customer has, among other things, the ticket system operated by cherub-Systems UG for this purpose. If there are doubts about the compatibility of the hardware or software to be used, cherub-Systems UG must be informed before use.
(6) Changes to the respective device location must be reported to cherub-Systems UG in writing or in text form for the purpose of a new initial inspection.
(7) The customer reports malfunctions to the persons named in the contract as contact persons at cherub-Systems UG with the necessary information for proper repair. To the extent reasonable, the customer determines the malfunction and its cause. He follows the telephone instructions from cherub-Systems UG.
(8) cherub-Systems UG enables the customer to carry out maintenance, repair or care measures via remote maintenance via an online connection. To do this, the customer creates the necessary technical requirements and provides a connection for this purpose.
(9) The customer grants cherub-Systems UG access to its business premises and the IT system(s) for maintenance work and provides cherub-Systems UG with the necessary passwords to carry out the work. cherub-Systems UG will invoice the customer for costs that arise due to the customer's lack of cooperation in accordance with the current price list.
The customer undertakes to provide cherub-Systems UG with competent contact persons for questions.
(10) The customer immediately removes harmful computer programs and files of any kind as well as data carriers or other components of the IT system and other attachments if cherub-Systems UG considers this to be necessary to maintain system integrity and requests the customer to do so.
§ 5 Service times/response times
Unless different response times have been agreed between the customer and cherub-Systems UG, cherub-Systems UG will respond to the customer's fault reports within 24 hours, Monday to Friday. Reaction means that cherub-Systems UG will contact the customer to first clarify the cause of the operational disruption based on information from the customer and then resolve the disruption as quickly as possible. Unless otherwise agreed, a response to fault reports will only take place within the service hours of cherub-Systems UG, Monday to Friday from 9:00 a.m. to 5:00 p.m. Public holidays in Baden-Württemberg are excluded.
§ 6 Contract term/termination
(1) The contract comes into force when it is signed by both parties. The minimum contract term results from the parties’ individual contractual agreement.
(2) The contractual relationship can be properly terminated by both parties at the earliest at the end of the contractually agreed minimum contract term with a notice period of 3 calendar months. Unless the contract is terminated, the contract is extended by a further 12 months and can be terminated with 3 calendar months' notice to the end of the term.
(3) The right of each contracting party to terminate the contract without notice for good cause remains unaffected. Termination without notice requires in any case that the other party is warned in writing or in text form and asked to eliminate the alleged reason for termination without notice within a reasonable period of time.
§ 7 Hourly quotas
(1) The customer is entitled to system support services to the extent of the agreed monthly hourly quota, which the customer can access from cherub-Systems UG.
(2) Those that can be accessed by the customer within the agreed hourly quota
System support hours are provided without special agreement within the service hours of cherub-Systems UG, Monday to Friday from 9:00 a.m. to 5:00 p.m. Public holidays in Baden-Württemberg are excluded.
(3) The operating times are documented by service reports. The reports serve as proof of performance and as a basis for billing. Additional hours are possible after consultation with the customer and must be paid for separately in accordance with the current price list of cherub-Systems UG.
(4) An agreed monthly hourly quota must be paid in full by the customer even if the number of hours used as the basis for this flat rate has not been used by the customer. In this case, the monthly payments cannot be credited to the next month, although the unused hours can be credited to a maximum of 2 subsequent months. If the unused hours are not taken into account within the following two months, they will expire without the customer being entitled to a refund.
§ 8 Remuneration
(1) The contractually agreed fees are plus the statutory VAT of the Federal Republic of Germany.
(2) Unless a fixed monthly hourly quota has been agreed between the customer and cherub-Systems UG or the agreed hourly quota has been exceeded as agreed, the services of cherub-Systems UG will be billed according to their current price list. Billing is based on time intervals of 15 minutes each, with 15 minutes corresponding to one work value (AW). However, at least one work value is calculated per order.
(3) Monthly hourly quotas are invoiced monthly in advance by cherub-Systems UG. Other services are invoiced separately by cherub-Systems UG.
(4) Invoices from cherub-Systems UG are due for payment within 10 days of the invoice being issued.
(5) In the event of late payment, the statutory provisions apply.
§ 9 Obligation of confidentiality
When providing the service, cherub-Systems UG will process data received from the customer exclusively in accordance with the customer's instructions and will not use or process it in any other way.
cherub-Systems UG undertakes to maintain confidentiality from everyone about all internal processes as well as the tasks and projects assigned to it. This obligation shall survive termination of this Agreement.
§ 10 Limitation of liability
In principle, cherub-Systems UG is only liable in cases of intent and gross negligence. cherub-Systems UG is also liable for negligent breach of obligations if this results in injury to life, body or health or if a guarantee or claims under the Product Liability Act are affected. cherub-Systems UG is also liable for the negligent breach of obligations, the fulfillment of which is essential for the proper execution of the contract, the breach of which endangers the achievement of the purpose of the contract and on whose compliance the customer regularly relies. In the latter case, however, cherub-Systems UG is not liable for unforeseeable damage that is not typical for the contract. cherub-Systems UG is not liable for slightly negligent breaches of other obligations. The above limitations of liability also apply to vicarious agents of cherub-Systems UG.
§ 11 Final provisions
(1) German law applies to this contract.
(2) The exclusive place of jurisdiction for all disputes arising from the contractual relationship between the customer and cherub-Systems UG is Freiburg im Breisgau, provided the customer is a merchant.
(3) If a clause of this contract is ineffective, the validity of the other clauses of this contract remains unaffected.
General terms and conditions of cherub-Systems UG (limited liability) for the sale of hardware and software
§ 1 General and scope
(1) The following General Terms and Conditions (GTC) apply to all business relationships between the customer and cherub-Systems UG (limited liability), Zähringer Str. 367a, 79108 Freiburg im Breisbau (hereinafter: cherub-Systems UG), in the area of sales of hardware and software by cherub-Systems UG.
(2) Customers of cherub-Systems UG and within the meaning of these General Terms and Conditions can only be entrepreneurs, clubs and associations.
According to Section 14 of the German Civil Code (BGB), an entrepreneur within the meaning of the General Terms and Conditions is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction with cherub Systems UG, acts in the exercise of their commercial or independent professional activity. A legal partnership is a partnership that has the ability to acquire rights and incur liabilities. A customer who represents a public special fund is also considered an entrepreneur in this sense.
§ 2 Subject of the contract
The subject of the contract is the sale of hardware and software to the customer.
§ 3 Prices/Payment/Delay
(1) All prices are in euros plus the statutory VAT of the Federal Republic of Germany and plus any shipping or delivery costs. Unless this has been agreed separately, the prices do not include assembly, commissioning and on-site instruction.
(2) cherub-Systems UG will invoice the customer for the contractually owed purchase price, unless otherwise agreed in the contract, at the latest upon receipt of the goods. cherub Systems UG is entitled to make the order and, if necessary, delivery of goods dependent on payment in advance. The invoices are due for payment immediately and must be paid to cherub-Systems UG within 10 days without deductions, unless cherub-Systems UG expressly grants discounts.
(3) If the customer defaults on the payment of due invoices, the customer is obliged to pay default interest at the statutory rate, unless the customer proves that the interest loss incurred by cherub-Systems UG is lower. The assertion of further claims for default by cherub-Systems UG is not possible
excluded.
§ 4 Delivery
(1) Force majeure, war, terrorism, suspected terrorism, riots, strikes, lockouts, disruption of raw material and energy supplies or other events that cherub-Systems UG cannot avert despite exercising reasonable care and prevent the provision of the service release cherub -Systems UG from the delivery and service obligation for the respective duration of these disruptive events.
(2) The shipment requested by the customer is carried out exclusively at the customer’s risk. If this is desired by the customer, shipping can be carried out with transport insurance if the customer covers the costs.
§ 5 Warranty
The statutory warranty provisions apply, which are limited as follows:
(1) If the purchase is a commercial transaction for both parties, the customer must inspect the goods immediately upon receipt, to the extent that this is possible in the normal course of business, and, if a defect becomes apparent, notify cherub-Systems UG immediately . If the customer fails to report this, the goods are deemed to have been approved, unless there is a defect that was not apparent during the inspection. Otherwise, Sections 377 ff. of the German Commercial Code (HGB) apply.
(2) The warranty period is one year from the transfer of risk. The shortened deadline does not apply to:
a) for attributable culpable damage resulting from injury to life, body or health and for other damage caused intentionally or through gross negligence;
b) to the extent that cherub-Systems UG fraudulently concealed the defect or assumed a quality guarantee for the goods;
c) in the case of statutory recourse claims to which the customer is entitled in connection with defect rights against cherub-Systems UG.
d) for goods that have been used for a building in accordance with their normal use and have caused the building to be defective;
(3) In the event of defects, the warranty is provided by repair or subsequent delivery at the discretion of cherub-Systems UG. If the removal of the defect fails, the customer can, at his discretion, request a reduction in price or withdraw from the contract.
§ 6 Limitation of liability
In principle, cherub-Systems UG is only liable in cases of intent and gross negligence. cherub-Systems UG is also liable for negligent breach of obligations if this results in injury to life, body or health or if a guarantee or claims under the Product Liability Act are affected. cherub-Systems UG is also liable for the negligent violation of obligations, the fulfillment of which is essential for the proper execution of the contract, the violation of which endangers the achievement of the purpose of the contract and on whose compliance the customer regularly relies. In the latter case, however, cherub-Systems UG is not liable for unforeseeable damage that is not typical for the contract. cherub-Systems UG is not liable for slightly negligent breaches of other obligations. The above limitations of liability also apply to vicarious agents of cherub-Systems UG.
§ 7 Retention of title
(1) cherub-Systems UG reserves ownership of the goods until all claims against the customer have been fulfilled, even if the specific goods have already been paid for.
(2) The customer must immediately inform cherub-Systems UG of any compulsory enforcement measures by third parties against the reserved goods and hand over the documents necessary for an intervention; This also applies to impairments of any other kind. Regardless of this, the customer must inform third parties in advance of the existing rights to the goods. The customer will bear the costs of any intervention by the user if the third party is unable to reimburse them.
(3) In the event of resale/rental of the reserved goods, the customer assigns to cherub-Systems UG as security the claims against his customer arising from the above-mentioned transactions until all claims of cherub-Systems UG have been fulfilled.
(4) If the reserved goods are processed, transformed or combined with another item, cherub-Systems UG immediately acquires ownership of the item produced. This is considered reserved goods.
(5) If the value of the security exceeds the claims of cherub-Systems UG against the customer by more than 20%, cherub-Systems UG, at the request of the customer and at the discretion of cherub-Systems UG, shall have that of cherub-Systems UG to release the securities to which they are entitled to an appropriate extent.
§ 8 Final provisions
(1) German law applies to this contract.
(2) The exclusive place of jurisdiction for all disputes arising from the contractual relationship between the customer and cherub-Systems UG is Freiburg im Breisgau, provided the customer is a merchant.
(3) If a clause of this contract is ineffective, the validity of the other clauses of this contract remains unaffected.