General Terms and Conditions of much. GmbH
Status of these terms and conditions: February 2021
A. General regulations
1. Scope of application
1.1. These General Terms and Conditions (hereinafter referred to as “GTC”) shall apply to business relationships between much. GmbH, Marcel-Breuer-Straße 17, 80807 Munich (hereinafter “much.”) with its customers for
1.1.1 the services booked via the websites muchconsulting.de, odoo-fuer-deutschland.de and erp.muchconsulting.de and listed in section 2 of these GTC (hereinafter “Online Booking”); and
1.1.2 offers made individually by much. for customers (hereinafter “Individual Offers”).
The services of much. are directed exclusively at entrepreneurs. An entrepreneur is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of his or her commercial or independent professional activity.
1.2 The content of the contract is always
1.2.1 in the case of online booking, according to the service description of much. on the website muchconsulting.de, odoo-fuer-deutschland.de and erp.muchconsulting.de; and
1.2.2 in the case of individual offers, according to the offer/contract documents prepared by much. and accepted by the customer.
The service description and offer/contract documents are hereinafter jointly referred to as the “offer”.
1.3 In case of contradictions between the offer (including any attachments) and the GTC, the offer shall prevail. Other documents referenced in these GTC shall be applied subordinately thereto.
1.4 The Client’s general terms and conditions shall only become part of the contract instead of or in addition to these GTC if much. expressly confirms this in writing to the Client during the conclusion of the contract. The customer is aware that the commencement of the provision of services by much. shall under no circumstances be construed as an acceptance of the customer’s general terms and conditions.
1.5 much. reserves the right to amend these General Terms and Conditions at any time. The client will be informed of the changes in writing four weeks before the changes come into effect. Within the scope of this information, the customer will be informed of the new GTC. He is entitled to object to the validity of the new GTC within four weeks after receipt of this notification. If the customer fails to object, the amended GTC shall become part of the contract after expiration of the four-week period. much. will expressly inform the client of this deadline within the scope of the notification of change.
1.6 much. shall be bound to an individual offer for one (1) month from the date of submission of the offer, unless otherwise stipulated in the offer.
2. Services of much.
2.1 The services provided by much. within the scope of a business relationship generally consist of the following elements in connection with the use of the software solution “odoo” directly licensed by the customer from the software manufacturer:
2.1.1 a time-limited provision of odoo software add-ons by much. (“odoo Software Add-ons”) for use by users of the customer for the purpose of the customer’s own operation (“Software Rental”); or
2.1.2 a time-limited provision of odoo Software Add-ons as well as the individual odoo installations of the customer (“odoo Software Solution”) at an IT infrastructure service provider contracted by much. for use by users of the customer (“Hosting”);
2.1.3 consulting, implementation and support services related to the operation of the odoo Software Add-ons and/or the odoo Software Solution (collectively, “Services”);
2.2 In addition to the General Provisions (A.) of these General Terms and Conditions, the respective Supplementary Terms and Conditions for Software Rental (B.), for Hosting (C.), and for Services (D.) shall apply. The Supplementary Terms and Conditions shall take precedence over the General Terms and Conditions to the extent that they conflict with them.
2.3 much. shall use carefully selected employees of its own or third parties as subcontractors with the required qualifications to provide the services. much. shall be entitled at any time to replace employees of its own or third parties used to provide the services with employees with comparable qualifications and experience. If these employees have been communicated to the customer by name, much. shall inform the customer of the replacement.
2.4 The agreed remuneration covers only the scope of services documented in the offer. Additional services will be charged separately on the basis of the agreed prices, unless they are unavoidable and commercially irrelevant auxiliary services. If the service description in the offer contains unintentional gaps or ambiguities, much. is entitled to adjust the service description accordingly at its reasonable discretion.
3. Conclusion of contract and correction options for online bookings
The services that can be booked on the websites of much. each represent a non-binding offer by much. to conclude a contract for the respective service(invitatio ad offerendum).
The customer can initially place an offer from much. in the shopping cart without obligation and correct the entries at any time before sending the binding order by using the correction aids provided and explained for this purpose in the order process.
Immediately after sending the order, the customer receives an order and booking confirmation from much., which also represents the acceptance of the contractual offer for the service booked by the customer.
4. Contract language, contract text storage for online bookings
4.1 The language available for the conclusion of the contract is German.
4.2 The contractual provisions with details of the booked services including these GTC will be sent to the customer by e-mail with the booking confirmation. In addition, these GTC are stored on the website of much. and can be accessed by the customer.
5. General obligations of the client
5.1 The customer acknowledges its obligations to cooperate (as set forth in these GTC and, if applicable, additionally in the offer) as a prerequisite for the provision of services by much. and thus as its contractual obligations.
5.2 The use of the odoo software solution by the customer requires the conclusion of a corresponding license agreement between the customer and odoo’s third-party provider, Odoo SA. The customer shall ensure the timely conclusion of the license agreement and the appointment of much. as its “odoo partner” so that much. can properly provide the services under the offer, in particular support for the oddo software solution.
5.3 The provision of the odoo software add-ons as well as the odoo software solution is subject to certain prerequisites with regard to the technical infrastructure used at the customer’s premises. The customer will inform himself about the essential functional features of the odoo software add-ons as well as the odoo software solution and their technical requirements (e.g. with regard to browser, client hardware and network connection) and observe them. He bears the risk as to whether the odoo software add-ons as well as the odoo software solution meet his requirements and circumstances.
5.4 In cases of software rental, the customer shall provide for the working environment of the odoo software add-ons as well as the odoo software solution (hereinafter “IT systems”) in accordance with the specifications of much. or odoo (e.g. regarding database and web server software). It is the customer’s responsibility to ensure the proper operation of the necessary IT systems, if necessary, by means of maintenance contracts with third parties. The customer shall in particular observe much.’s specifications in this regard. The customer shall grant much. direct access to the odoo software add-ons as well as the odoo software solution and to the IT systems by means of remote data transmission. In addition, the customer shall provide much. with all existing documents (e.g. log files) that enable much. to trace and reproduce malfunctions and errors in the odoo Software Add-ons.
5.5 Technical requirements and specifications pursuant to clauses 5.2 to 5.4 may change from time to time, in particular in connection with updates to the odoo Software Add-ons as well as the odoo Software Solution. much. shall make the current requirements and specifications available to the customer on an ongoing basis in the form of “release notes” and shall inform the customer in good time prior to any changes to the requirements and specifications. The customer shall implement current requirements and specifications without delay.
5.6 To the extent that the provision of the Services requires the use of the Customer’s IT systems, in particular software, by much., the Customer is obligated to immediately provide the licenses and authorizations for the use of the Customer’s IT systems. This also includes the Customer’s obligation to obtain the necessary consents from third parties for the use of the IT systems in order to enable much. to provide the Services.
5.7 The Customer shall designate in writing at least one contact person for much. and an address and e-mail address at which the contact person can be reached. The contact person must be in a position to make the necessary decisions for the customer or to bring about such decisions without delay. The contact person shall ensure good cooperation with the contact person at much.
5.8 The customer bears sole responsibility for the definition, documentation and execution of its processes within the scope of application of the odoo Software Add-ons as well as the odoo Software Solution, including but not limited to the configuration of the odoo Software Add-ons as well as the odoo Software Solution, system administration, application and data security policies and other legal requirements.
5.9 To the extent that the customer or its authorized users are assigned user and access authorizations as well as identification and authentication backups for the use of the contractual services of much. The Customer is obligated to protect these from access by third parties and not to disclose them to unauthorized users. As soon as the Customer has indications that the usage and access authorizations have been obtained illegally by a third party or could be misused, the Customer is obligated to inform much. thereof immediately. In the event of an unauthorized transfer of use, the customer shall, upon request, immediately provide much. with all information necessary to assert claims against the unauthorized user, including, without limitation, the name and address of the unauthorized user.
5.10 To the extent that much. is obligated to provide services for the performance of which much. must remotely access the customer’s IT system, the customer is obligated to enable such access.
5.12 If there is an infringement of usage rights, the customer will cooperate to the best of his ability in clarifying the infringement and its scope, in particular by informing much. about the corresponding infringement.
5.13 If the Customer fails to fulfill a duty or obligation, or fails to do so properly or late, and if much. is therefore unable to provide its services in accordance with the contract, much. shall not be liable for any disadvantages incurred by the Customer as a result thereof. The additional expenses caused thereby, in particular for extended provision of the personnel or material resources used, shall be additionally invoiced to the customer by much. at the agreed prices. Any further rights of much. due to failure to cooperate or insufficient cooperation on the part of the customer shall remain unaffected.
6. Prices and Terms of Payment
6.1 The prices specified in the offer are net prices, to which the legally determined value added tax must be added in each case. The remuneration for the software rental and hosting shall be invoiced in advance at the beginning of a contractual year (annual license) or at the beginning of the respective month (monthly license), the remuneration for the services shall be invoiced after performance on the last day of the month, unless otherwise specified in the offer.
6.2 If the remuneration is calculated on the basis of “man-days”, “person-days” or similar, such a “day” shall correspond to up to eight hours per person in the period from 09:00 to 19:00 on working days at the registered office of much. (Monday-Friday).
6.3 Invoices for individual offers are payable within 14 days after receipt of the invoice. In case of doubt, invoices shall be deemed received three working days after the invoice date. The granting of discounts is excluded.
6.4 Price changes shall be announced by much. to the client in writing and expressly at least three (3) months before the end of the contractual year. In the event of a price increase, the Customer is entitled to object to the price increase within four (4) weeks after receipt of the notification. If the customer does not object, the new prices shall apply for the new contract year and subsequent years until any further price change. If the Client objects, much. may terminate the contractual relationship with the Client by giving six (6) weeks’ notice to the end of the contractual year.
6.5 Travel costs, expenses and other ancillary costs as well as out-of-pocket expenses incurred by much. for the provision of the contractually owed services shall be invoiced to the client additionally and according to expenditure, unless otherwise stipulated in the offer. Unless otherwise agreed in individual cases, much. shall charge 50% of the agreed hourly rate for travel time to project locations outside of Munich.
7. Rights of use
7.1 The customer’s rights to the odoo software add-ons are exclusively determined by the respective valid license terms (cf. for software rental clause 2 part B and hosting clause 2 part C). Both parties undertake to comply with these license terms.
7.2 Insofar as information, software or documentation is provided to the customer by much. free of charge – e.g. in the case of open source software – much. shall not be liable for defects in title or quality of the information, software and documentation, in particular for their correctness, freedom from errors, freedom from third-party intellectual property rights and copyrights, completeness and/or usability. This shall not apply in the event of fraudulent concealment of the defect, non-compliance with a quality guarantee, injury to life, limb, health or freedom and in the event of an intentional or grossly negligent breach of duty. A change in the burden of proof to the detriment of the customer is not associated with the above provisions.
7.3 Protocols, documentation and similar documents provided to the Customer by much. within the scope of this Agreement shall remain the property of much. or its subcontractors and shall be returned to much. upon request within a reasonable period of time after termination of the Agreement.
7.4 Within the scope of the provision of services, much. grants the Client a non-exclusive right of use, unlimited in time and space, for its internal corporate purposes in respect of the results produced for it (hereinafter “Work Results”). This right is granted by much. to the client subject to full payment. The client is entitled to transfer the right to companies affiliated with him at the time of the conclusion of the contract within the meaning of § 15 of the German Stock Corporation Act (AktG) or to grant them a simple right of use to the work results.
Until the work results have been paid for in full, the customer shall have the right to test the work results as agreed; this shall not include the right of operational use. This right to test shall expire if Customer is in default of payment for more than thirty (30) days. A separate reminder by much. is not required for this.
7.5 The granting of rights pursuant to clause 7.1 shall not apply to materials or solutions (hereinafter “much. IP”) pre-existing at much., including any modifications and amendments made thereto. much. shall at all times retain all rights to much. IP. The rights of use granted to the Client in respect of the much. IP shall be determined in accordance with the purpose of the contract on which both parties have based themselves. The isolated use of much. IP is excluded.
7.6 much. shall be entitled to make unrestricted use of the work results, including the know-how acquired in the course of providing the services, in particular the concepts, procedures, methods and interim results on which the work results are based, subject to compliance with its confidentiality obligations.
7.7 Insofar as in the course of the performance of services by much. performance, much. shall be entitled to file an application for an industrial property right in its own name and for its own account. much. shall grant the Client the right to use the industrial property right together with the work results to the extent required. No separate remuneration shall be payable for this property right license.
8. Defects of title
8.1 much. warrants that the odoo software add-ons and work results provided do not infringe any third-party rights when used by the customer in accordance with the contract. This warranty is conditional upon the customer notifying much. immediately in writing of any third-party rights asserted against the customer and leaving the legal defense and settlement negotiations to much. The customer shall support much. free of charge to a reasonable extent, in particular by providing much. with the necessary information. The customer’s statutory obligations to give notice of defects shall remain unaffected. Rights in this sense are only those to which the third party is entitled in the Federal Republic of Germany as well as in the countries in which the customer uses the odoo software add-ons and work results as intended.
8.2 If the customer cannot use an odoo software add-on or work result in accordance with the contract due to a conflicting right of a third party, much. may, at its own discretion, either (a) modify the odoo software add-on or work result in such a way that the right of the third party is no longer infringed, or (b) procure the necessary authorization for the customer to use the odoo software add-on or work result. Self-performance by the customer or by involving third parties is excluded. Clause 9 applies to the customer’s claims for damages.
8.3 The customer shall have no claims based on defects of title if the odoo software add-ons or work results have been modified after acceptance by the customer or third parties, unless the customer proves that the infringement of rights is not a consequence of the modifications. The customer shall also have no claims in case of infringements resulting from a combination of odoo software add-ons and work results of much. with such services or products of third parties who are not subcontractors of much. in this respect.
8.4 If a notification of defects by the customer is unjustified, much. shall be entitled to demand reimbursement from the customer for the expenses incurred by much. in connection with the processing of the unjustified notification of defects. The support provided by much. shall be remunerated by the Client at the prices agreed with much. or, in the absence of an agreement, at the prices customary in the market.
8.5 Clauses 8.1 and 8.2 (b) shall apply mutatis mutandis in favor of much. if the Customer grants much. rights to use software and/or other resources.
9.1 much. shall have unlimited liability for damage caused by gross negligence or intent on the part of much., its legal representatives or vicarious agents. much. shall also have unlimited liability for damage resulting from culpable injury to life, limb or health.
9.2 Only in the event of a breach of material contractual obligations, the breach of which jeopardizes the purpose of the contract and the performance of which the Customer could particularly rely on (so-called cardinal obligations), much. shall also be liable in cases of ordinary negligence. This liability is limited to compensation for damages that were typically foreseeable at the time the contract was concluded. A further limitation of liability for all cases of slight negligence will be agreed individually in the offer, if applicable.
In addition, a) in the cases of software rental and hosting, the liability according to § 536a BGB (German Civil Code) and b) in the cases where odoo software add-ons are provided to the customer free of charge for testing purposes, the liability of much. for all cases of ordinary negligence is excluded.
9.3 Apart from cases of unlimited liability according to clause 9.1, liability for indirect damages is excluded.
9.4 The above limitations of liability shall also apply to the benefit of much.’s legal representatives and employees and shall also apply in the event of pre-contractual or tortious liability.
9.5 The liability of much. for damages under the Product Liability Act shall remain unaffected.
9.6 To the extent that much. is not responsible for backing up the Customer’s data (i.e. in particular in the case of software rental, but not in the case of hosting), in the event of data loss much.’s liability shall be limited to the recovery expenses that would have been incurred if the Customer had dutifully backed up the data.
10. Confidentiality and data protection
10.1The parties shall keep secret all information of the other party that comes to their knowledge in the course of the cooperation, i.e. they shall protect it with due diligence against disclosure to unauthorized persons. Authorized persons in the sense of this provision are the subcontractors used in accordance with the contract as well as employees of much. The parties undertake to involve only those employees or third parties in the cooperation whom they have previously bound to secrecy in a comparable form.
10.2 All information of a party – irrespective of its form – which is identified in writing as requiring secrecy or whose secrecy requirement clearly results from its nature, in particular trade and business secrets, shall be deemed to require secrecy. This also includes much. IP.
10.3 Non-confidential information is information that the receiving party can demonstrate either (i) is or was in the public domain, (ii) was already in the party’s possession without an obligation to maintain confidentiality, (iii) was independently developed by another party without the use of confidential information, or (iv) lawfully acquired the information from a third party that was not under an obligation to maintain confidentiality.
10.4 The parties will comply with the applicable regulations for the protection of personal data. If much. processes personal data of the Customer as a processor (e.g. services with access to real data of the Customer), the parties shall enter into a contract processing agreement in accordance with customary market standards.
10.5 much. is entitled to keep a copy of the work results and project documents for purely internal purposes, even if they contain information that must be kept secret. However, this authorization does not imply any obligation, i.e. much. may in particular not reserve storage capacities beyond the period of project processing. The customer is solely responsible for the storage of its project information and results.
10.6 The confidentiality obligations shall continue for three years beyond the end of the respective contract.
11. Term and Termination
11.1 much. provides the agreed services via software rental as well as hosting from the time of provision for a minimum contract term of one (1) year (annual license) or one (1) month (monthly license). Thereafter, the term of the contract shall be extended by one (1) additional year or one (1) month, as the case may be, unless one party terminates the contract in writing at least three (3) months or three (3) weeks prior to the end of the term, in whole or in part. The date of receipt of the notice of termination shall be decisive.
11.2 The customer’s right to terminate the contract for software rental or the contract for hosting services without notice for cause if the customer is not granted the contractual use of the rental object in whole or in part in a timely manner or is deprived of it again is excluded (Section 543 (2) (1) BGB).
11.3 Notwithstanding any rights to ordinary termination of services, the right of both parties to give written notice of termination for good cause shall remain unaffected. If the reason for termination consists of a breach of a contractual obligation, the terminating party shall, prior to termination, set a reasonable period of time for the other party to remedy the reason for termination. Good cause for termination includes all circumstances that make further cooperation with the other party unreasonable, including, but not limited to, default in payment of substantial amounts, a cessation of business by much. or repeated or persistent serious deficiencies in the performance of services or cooperation.
much. may terminate the Software Rental Agreement or the Hosting Services Agreement in writing if the Customer breaches material obligations under this Agreement, in particular the provisions regarding rights of use, and has not remedied such breach within thirty (30) days after a warning by much.
11.4 Notices of termination must be given in writing; text form (e.g. e-mail or online via the websites of much.) is permissible.
12 General Provisions
12.1 The parties may use each other’s companies and trademarks publicly as a reference. In addition, the Customer may act as a reference customer for much. on the basis of a separate agreement. The assignment of rights or obligations of the Customer arising from the contract to third parties is excluded without the prior written consent of much.
12.2 Offsetting by the Customer is only possible with an undisputed or legally established counterclaim.
12.3 If the written form is required according to these GTC, the text form shall suffice for compliance with these
12.4 GTC, unless otherwise stipulated in the individual case.
12.5 The legal relationship between the parties shall be governed exclusively by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
12.6 The exclusive place of jurisdiction shall be Munich, provided that such an agreement between the parties is legally permissible.
B. Supplementary Provisions for Software Rental
1. Provision of odoo Software Add-ons
1.1 much. provides the customer with the odoo software add-ons for the agreed term of the contract. The functionality of the odoo Software-Add-ons is described in detail in the offer. The provision of the odoo software add-ons is effected by much. providing the odoo software add-ons online as an archive for download or by transmitting them electronically.
1.2 The odoo software add-ons are provided as source code.
1.3 The installation and commissioning of the odoo software add-ons is the responsibility of the customer, unless otherwise stipulated in the offer.
2. Rights of use to the odoo software add-ons
2.1 Upon payment of the agreed prices, much. grants the customer and the employees designated by the customer to use the odoo software add-ons (“users”) the non-exclusive, non-sublicensable, non-transferable right, revocable at any time, limited in time and content to the term of the agreement and subject to the following provisions, to make the odoo software add-ons available on its IT systems for the group of users agreed upon in the offer. The IT systems may also be those of affiliated companies of the customer within the meaning of §§ 15 ff of the German Stock Corporation Act as well as of service providers of the customer (outsourcing), which operate the IT systems as well as the odoo software add-ons for the customer.
The customer may operate one copy of the odoo software add-ons on a single server for productive use. He is entitled to install a second copy exclusively for testing purposes.
2.2 The customer does not receive any further rights to the odoo software add-ons.
2.3 The customer will use the odoo software add-ons for his internal purposes only. He is not entitled to use the odoo Software-Add-ons beyond the use permitted under the terms of this agreement or to have them used by third parties or to make them accessible to third parties. In particular, the customer may not rent, lend, sell, sublicense, assign or transfer the odoo Software Add-ons themselves or the rights to the odoo Software Add-ons to third parties for use, nor copy the odoo Software Add-ons or authorize the copying of the odoo Software Add-ons, either in part or in whole, except as expressly permitted herein. Users are not considered third parties for the purposes of this provision.
2.4 All IT systems on which the odoo software add-ons are installed or copied in whole or in part, temporarily or permanently, are under the customer’s control.
2.5 The customer may not edit the odoo software add-ons.
2.6 The customer will not remove alphanumeric identifiers, trademarks and copyright notices contained in the odoo software add-ons.
2.7 If the customer is granted the right to use the odoo software add-ons for testing purposes, his rights of use shall be limited to such actions that serve to determine the condition of the odoo software add-ons and their suitability for operation by the customer. In particular, productive operation of the odoo software add-ons or the preparation of productive operation is not permitted.
2.8 Any supplementary program code (e.g. patches, updates) made available to the customer for the purpose of troubleshooting is considered part of the odoo software add-ons provided and is subject to the terms and conditions of these GTC, unless otherwise agreed.
3. Special obligations of the customer
3.1 The customer shall perform proper data backups. He shall create a backup copy (“Backup”) of the data and documents stored by him at least once a day. The Customer shall ensure that backups are made completely and without errors and that the data and documents can be restored with reasonable effort.
3.2 The customer is obliged to use the latest version of the odoo software solution or the two previous versions for which Long Term Support still exists at the time of use by the customer according to information on odoo’s website.
3.3 The customer shall immediately put into operation any updates or other troubleshooting measures provided by much. unless this is unreasonable for the customer taking into account the interests of the parties.
3.4 During a contractual relationship with much. and for a period of three (3) years after termination of such contractual relationship, the customer shall keep complete and sufficiently detailed records of the contractual scope of licensing of the odoo Software Add-ons, in particular of the number of users using the odoo Software Add-ons. During the contractual relationship and for a period of three (3) years after termination of this contractual relationship, much. is entitled to conduct an audit at the customer’s premises at its own expense with regard to the contractual scope of licensing of the odoo Software-Add-ons. much. may conduct this audit itself or have it conducted by a third party who is not a competitor of the customer and who is correspondingly bound to secrecy. Such auditing shall be announced to Customer with at least ten (10) days’ notice and shall be conducted during regular business hours at Customer’s location in a manner that does not unreasonably interfere with Customer’s normal business operations. Auditing will occur no more than once per year. Customer shall reasonably support the auditing and provide the necessary information in an appropriate form. If in the course of the audit it becomes apparent that the Customer is underlicensed, the Customer shall reimburse much. for the costs incurred in connection with the audit. The other rights of much. remain unaffected.
4. Warranty for defects
4.1 In the event of defects of the odoo Software Add-ons, much. warrants the contractual use by providing updates of the odoo Software Add-ons or a workaround solution as soon as this is available to much. A reasonable option provided to the customer by much. to circumvent errors in odoo Software Add-ons (“workaround”) shall also be deemed to constitute use in accordance with the contract, provided that an insignificant error remains after taking the workaround into account.
4.2 The odoo Software-Add-ons are free of material defects if at the time of passing of risk they essentially have the agreed quality described in the offer. “Warranties” (esp. as to condition and/or durability) are not given by much. with respect to the odoo Software Add-ons.
4.3 much. will receive from the customer all documents and information required for the elimination of software defects. The customer’s claim for defect removal is excluded if the defect is not reproducible or can be shown by handwritten or mechanically recorded output.
4.4 If the defect is based on the use of defective third-party software that much. uses for the purpose of providing the service and whose defect much. is not permitted to remedy itself, much.’s obligation to remedy the defect shall consist of asserting claims against the respective third-party software manufacturer.
4.5 If defects occur in the Products provided by the Customer, much. shall not be obliged to remedy such defects. However, much. shall, at the Customer’s request, provide reasonable support for all activities to remedy defects. The support provided by much. shall be remunerated by the Customer at the rates agreed with much. or, in the absence of an agreement, at a daily rate of EUR 1,500 per day.
4.6 The Customer’s claims for defects shall become time-barred twelve (12) months after the statutory commencement of the limitation period. This period shall not apply if longer periods are prescribed by law. Legally required notifications of defects by the customer must be made immediately in writing with a precise description of the problem. Only the contact person (clause A.5.7) is authorized to give notice of defects.
4.7 The customer shall have no right of retention if its claims for defects are time-barred.
4.8 Claims for defects of the customer do not exist
4.8.1 in the case of only insignificant deviation from the agreed quality, or
4.8.2 in the case of only insignificant impairment of usability, or
4.8.3 in the case of damage that occurs after the transfer of risk as a result of faulty or negligent handling (see also annex to the offer on technical requirements) or in the course of the violation of obligations to cooperate, in particular in the case of the use of an outdated version of the Odoo software solution (clause B.3.1).
4.9 If the notification of defects was wrongly made, much. is entitled to demand compensation from the customer for the expenses incurred. The support provided by much. shall be remunerated by the customer at the rates agreed with much. or, in the absence of an agreement, at a daily rate of EUR 1,500 per day.
C. Supplementary Provisions for Hosting
1. Scope of Services
1.1 Within the scope of the provision of hosting services, much. shall provide the following services to the customer:
1.1.1 Provision of a server suitable for operating the odoo software solution at an IT infrastructure service provider commissioned by much;
1.1.2 If agreed between the customer and much., the operation of the server in accordance with the individual service level agreement (Annex);
1.1.3 Performing backups of the data stored on the server by the customer;
1.1.4 Installation of updates and upgrades of the odoo software solution operated by the customer on the server;
1.1.5 setting up and operating the functional odoo software add-ons and odoo software solution for use by the customer in accordance with clause 2 at an IT infrastructure service provider contracted by much;
1.2 The functionality of the server, the odoo Software Add-ons in detail as well as any supplementary services provided by much. are described in more detail in the offer. much. is entitled at any time to extend the functionality of the odoo Software Add-ons or to adapt the odoo Software Add-ons in any other way, provided that this does not impair any of the features described above.
1.3 much. is not responsible for the content provided and exchanged by the customer via the hosting services. much. is not obligated to check the legality of such content.
1.4 If the operation of the odoo software solution previously used by the customer requires the transfer of the odoo software solution and data for operation to an IT infrastructure service provider commissioned by much. (“Migration Services”), such Migration Services shall be provided on the basis of an individual offer in accordance with the supplementary provisions for services (D.).
2. Rights of Use to the odoo Software Add-ons
For the rights of use to the software add-ons provided by much., the Supplementary Terms for Software Rental (clause B.2) apply accordingly; however, the software add-ons are installed exclusively on the server of the IT infrastructure service provider commissioned by much.
3. Special Obligations of the Customer
3.1 The Customer shall ensure that the use of the services of much. does not lead to an overload of the provided server. If the Customer’s use requires a higher capacity of the server, the Customer shall immediately request a contract adjustment with a change to a sufficient server category from much.
3.2 The Customer undertakes not to store any illegal content on the provided storage space that violates laws, official requirements or the rights of third parties. He shall ensure that the Internet address selected by him, under which the contents can be retrieved via the Internet, also does not violate laws, official requirements or the rights of third parties. Furthermore, the customer shall ensure that any programs, scripts or the like installed by him do not jeopardize the operation of the servers, the communication network of much. or the security and integrity of other data stored on the servers of much. The customer shall indemnify much. against any claims by third parties, including the costs incurred as a result of such claims.
3.3 In the event of an imminent or actual breach of the aforementioned obligations, as well as in the event of the assertion of claims by third parties against much. for failure to disseminate or make available, in whole or in part, the data stored on the servers via the Internet, much. shall be entitled, also taking into account the legitimate interests of the customer, to discontinue the connection of such content to the Internet in whole or in part with immediate effect. much. shall inform the customer of any such measure.
3.4 The customer is obligated to indemnify much. upon first request against all claims of third parties that are based on an unlawful use of the odoo software add-ons by the customer or that are made with the customer’s approval or that arise, in particular, from data protection, copyright or other legal disputes related to the use of the odoo software add-ons. If the customer recognizes or must recognize that such a violation is imminent, he is obligated to inform much immediately.
3.5 The customer will oblige the users authorized by him to comply in turn with the provisions listed for the use of the services.
3.6 The Customer shall back up its data files available in the system by download until the time of termination of the contract, as it cannot be excluded that after termination of the contract access to these data files by the Customer is no longer possible. In any case, much. will delete the client’s data 30 days after the termination of the contract.
3.7 The content stored by the customer on the IT systems of much. within the scope of hosting or the data stored by much. on the IT systems of much. on behalf of the customer may be protected by copyright and data protection laws. The customer grants much. the right to make the contents and data stored on much.’s IT systems accessible via the Internet, in particular to reproduce and transmit them for this purpose and to reproduce them for the purpose of data backup, to the extent that much. deems this necessary for its own service provision.
4. Warranty for Defects
In the event of defects in the infrastructure and odoo software add-ons provided by much., the provisions of Section 4 of the Supplementary Terms and Conditions for Software Rental (B.) shall apply accordingly.
D. Supplementary Terms and Conditions for Services
1. Scope of Services
much. provides services to the customer as described in the offer.
Services may include the following:
1.1.1 Consulting services according to clause 2;
1.1.2 Support services according to clause 3;
1.1.3 Support of the customer in the transfer of its existing odoo software solution and its associated data for operation at an IT infrastructure service provider contracted by much. (“Migration Services”) according to Clause 4;
1.1.4 Services within the scope of an ERP implementation based on the odoo software solution, including configuration, development of customizations, import of data and start-up according to clause 5.
2. Scope of consulting services
Within the scope of the consulting services, much. advises the customer on the aspects agreed upon in the offer. If the consulting services relate to a project of the client, the responsibility for project organization and planning as well as for project reporting remains with the client. In particular, the customer bears the overall responsibility for the professional, timely and budgetary realization of the project.
3. Scope of support services
3.1 The support services of much. refer to the odoo software add-ons as well as the odoo software solution. The users designated by the customer are entitled to request support from much. for assistance in case of problems with the use of the odoo software add-ons as well as the odoo software solution. The support also includes the elimination of configuration problems as well as bugs of the odoo software add-ons and odoo software solution.
The customer has the following contact options for claiming these support services:
3.2 Much. provides support services by phone, email or web conference Monday through Friday from 10am to 6pm (CET). Support is also made available to other customers. Customer requests to the hotline are handled in the order they are received.
4. Scope of migration services
A controlled data transfer to much. is required to take over the operational responsibility of running the odoo software solution operated at the customer’s site. During the period agreed between the parties until the takeover of operational responsibility, the parties shall provide the agreed services.
This includes, in particular, the execution of the data and knowledge transfer from the customer to much. as well as the handover by the customer to much. of the documentation necessary for the provision of the operational services.
5. Scope of implementation support
5.1 Upon agreement with the customer, much. Services to customize the odoo Software Add-ons as well as odoo Software Solution to specific needs of the customer.
5.2 The parties agree that the services shall be mutually determined during the execution of the contract. much. shall assist the customer in an advisory capacity for this purpose during the cooperation. Due to the unclear scope of the services at the time of the conclusion of the contract as well as the close cooperation of the parties during the coordination and provision of the services, these services as well as the other services listed under this section D are not performance-related.
6. Special obligations of the customer
6.1 The Customer shall inform much. without being asked of any requirements and procedures typical and/or specific for the respective industry and company, unless these are not relevant for the performance of the Services. The customer shall provide much. with all technical and other documents and information necessary for the successful implementation of the project in a timely manner without being requested to do so. Furthermore, the customer shall obtain in a timely manner any official approvals required for the implementation of a project.
6.2 The customer shall designate in writing at least one contact person for much. and an address and e-mail address at which the contact person can be reached. The contact person must be in a position to make the necessary decisions for the customer or to bring them about without delay. The contact person shall ensure good cooperation with the contact person at much.
6.3 Migration services that cannot be automated by much. are provided by the customer (manual data transfer).
7. Prices and terms of payment
7.1 Unless otherwise agreed, the services provided by much. shall be invoiced on a monthly basis according to actual expenditure. An estimate of expenses prepared by much. for the provision of the agreed services is to be understood as an estimate of expenses; it does not constitute a cost estimate. Invoicing and remuneration shall be based on the actual consultant days/hours worked.
7.2 The agreed remuneration covers only the scope of services documented in the offer. Additional services will be charged separately on the basis of the agreed prices. If the service description in the offer contains unintentional gaps or ambiguities, much. is entitled to adjust the service description accordingly at its reasonable discretion.
7.3 If much. incurs additional expenses due to gaps or ambiguities in the documents provided by the Client, much. is entitled to invoice these additional expenses at the agreed rates. This also applies to additional expenses resulting from contradictory or incorrect information provided by the client.
8. Service disruptions
much. warrants that the contractually agreed services will be performed in accordance with the standards customary in the industry and with due care, taking into account much.’s special knowledge and experience. much. shall be liable for any breach of this obligation within the scope of the agreed limitation of liability. The provisions of service contract law pursuant to §§ 611 et seqq. of the German Civil Code (BGB) shall apply to the services pursuant to clause 1.
9. Term and Termination
The services shall be provided within the period agreed between the parties. Ordinary termination is excluded.