GTC of accompio CorpTec GmbH

hereinafter referred to as accompio CorpTec – these General Terms and Conditions apply to the respective contractual partner of accompio CorpTec.

The following General Terms and Conditions apply to all offers, services, and deliveries of our company between the company and our clients, who are entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law.

The following terms and conditions also apply to standard software deliveries, unless otherwise agreed with the client in separate license and maintenance agreements. Any deviating, conflicting, or supplementary terms and conditions of the client are not binding on accompio CorpTec, even if accompio CorpTec has not expressly objected to them.

The subject matter of the contract is the agreed service, which will be performed by accompio CorpTec within the agreed period of time in accordance with the principles of proper professional practice. The selection of employees remains the responsibility of accompio CorpTec.

accompio CorpTec is entitled to engage the services of third parties to perform the contract, but always remains directly obligated to the client.

Open-ended offers from accompio CorpTec are subject to change and non-binding in all respects, unless expressly agreed otherwise. They constitute an invitation to the client to submit an offer to conclude a contract. Contracts are only concluded upon our written order confirmation or upon order execution.

accompio CorpTec reserves ownership and copyright to all documents included in accompio CorpTec’s offer. They may not be made accessible to third parties or otherwise misused without accompio CorpTec’s consent. If the order is not placed, individually created documents must be returned immediately without request, and in all other cases upon request. Any right of retention to these documents is excluded.

The scope of the task, the procedure, and the type of work documents to be delivered are governed by the written agreements (e.g., offer, order confirmation) between the contracting parties.

Changes, additions or extensions to the task, the procedure and the type of working documents require a special written agreement.

The contracting parties are obligated to treat as confidential any information made available to them by the other party under the contract, as well as any knowledge they acquire during this collaboration regarding matters of a technical, commercial, or organizational nature of the other party, and not to exploit, use, or make such information accessible to third parties during or after the term of this contract without the prior written consent of the affected party. Use of this information is limited solely to use in connection with the execution of the contract.
These obligations remain in effect for both contracting parties even after the termination of this contract.

accompio CorpTec processes the personal data of the persons acting on behalf of the client for the purpose of fulfilling the contract and thus for the fulfillment of all contractual and pre-contractual obligations.

The collection and processing of data is necessary for the fulfillment of the contract and is based on Art. 6 (1) (b) GDPR. The data will be deleted as soon as it is no longer required for the purposes of the service, unless accompio CorpTec is obliged to retain it in accordance with Art. 6 (1) (c) GDPR due to retention or documentation obligations under tax or commercial law, or if the data subject has consented to longer data storage in accordance with Art. 6 (1) (a) GDPR. Personal data will not be transferred to third parties for reasons other than to fulfill the contract. In the case of license orders by the client for third-party software, the client consents to accompio CorpTec transferring company and personal data of the client (name, address, contact details) and the persons acting on its behalf to the licensor, insofar as this is requested by the licensor.

The data subject has the right to receive information about the personal data stored by accompio CorpTec pursuant to Art. 15 GDPR. Furthermore, the data subject may access their data at any time and without giving reasons and, if necessary, request rectification pursuant to Art. 16 GDPR and/or erasure pursuant to Art. 17 GDPR and/or restriction of processing of their personal data pursuant to Art. 18 GDPR. The data subject may also exercise their right to data portability pursuant to Art. 20 GDPR and/or their right to object pursuant to Art. 21 GDPR, and/or revoke consent to the use of their data at any time and without giving reasons. Furthermore, the data subject has the right to lodge a complaint with a supervisory authority pursuant to Art. 77 GDPR.

Further information on data protection is available on the website www.accompio.com/en/privacy-policy/.

If the data subject has any questions regarding data protection, they are welcome to contact accompio CorpTec at any time. accompio CorpTec is willing to sign additional declarations of commitment upon request of the client.

The Client undertakes to support the activities of accompio CorpTec. In particular, the Client shall create, free of charge, all conditions within its operational sphere necessary for the proper execution of the contract. These conditions include, among other things, that the Client:

• provides sufficient workspace for accompio CorpTec employees, including all necessary work equipment, as required,
• appoints a contact person (i.e., a coordinator, project manager, or similar) who will be available to accompio CorpTec employees during the agreed working hours. The contact person is authorized to make statements that are necessary as interim decisions for the continuation of the contract.
• provides accompio CorpTec employees with access to the information necessary for their work at all times and provides them with all necessary documentation in a timely manner.
• in the case of programming work, provides computer time (including operating time), test data, and data acquisition capacity in a timely and sufficient manner.
• provides adequate training to employees entrusted with the use of accompio CorpTec products. The client guarantees that the reports, organizational charts, drafts, drawings, lists, and calculations prepared by accompio CorpTec within the scope of the contract will be used solely for its own purposes. If the client fails to provide the required cooperation, fails to do so in a timely manner, or fails to do so in the agreed manner, the resulting consequences (e.g., delays, additional costs) shall be borne by the client.

Cases of force majeure, including, but not limited to, strikes, lockouts, war, raw material and energy shortages, riots, fire, floods, explosions, industrial action or strikes, official or government measures, hacker attacks, interruptions to the power supply or data transmission, or disruptions to the data transmission network and its facilities, pandemics, and operational and traffic disruptions for which accompio CorpTec is not responsible, suspend the contractual obligations of the parties for the duration of the disruption and to the extent of its impact, even if they make the execution of the affected business uneconomical for the foreseeable future. This also applies if one of the aforementioned cases of force majeure occurs at accompio CorpTec’s suppliers and no other delivery option is available or only available under unreasonable conditions. If the resulting delays exceed a period of six weeks, both parties are entitled to withdraw from the contract with regard to the affected scope of services. Claims for damages by the client are excluded in cases of force majeure.

accompio CorpTec is obligated to perform the contractually agreed services diligently and in accordance with the principles of proper professional practice.

The client is obligated to inspect services provided by accompio CorpTec for defects and to notify accompio CorpTec of any defects in writing if the goods are purchased. Failure to comply with the notice period shall deem the purchased goods to be approved. Notice of obvious defects is timely if received by accompio CorpTec within 7 calendar days of delivery or acceptance of the work; notice of hidden defects is timely if received by accompio CorpTec within 7 calendar days of their discovery. In the event of a defect in the purchased goods or work, accompio CorpTec shall, at its own discretion, remedy the defect or deliver a new item or produce a new work.

The client must grant accompio CorpTec a reasonable period of time for subsequent performance. In particular, the client must ensure that the defective item or work is available to accompio CorpTec or its agents for inspection and implementation of subsequent performance. accompio CorpTec is not liable for defects resulting from unsuitable or improper use or handling of the item or work by the client or third parties. If subsequent performance is not possible or ultimately fails, or is unreasonably delayed, the client may demand a reduction in price. The client may withdraw from the contract if the contracting parties fail to reach an agreement on the reduction in price. Withdrawal requires setting a reasonable deadline with a threat of rejection.

Public statements, praise, or advertising statements by accompio CorpTec do not constitute a contractual description of quality.

Claims for defects expire one year from delivery for material defects and one year from acceptance for defects in workmanship. This short limitation period does not apply in the event of gross negligence or willful misconduct on the part of accompio CorpTec, or in the event of personal injury or death for which accompio CorpTec is responsible, or in the event of liability under the Product Liability Act.

The client may only assert claims for damages under the following conditions due to a defect if possible subsequent performance has failed or if accompio CorpTec refuses subsequent performance. The client’s right to assert further claims for damages under the following conditions remains unaffected.

Notwithstanding the above provisions of Section 7 and the following limitations of liability, accompio CorpTec shall be liable without limitation for damages to life, body and health resulting from a negligent or intentional breach of duty by accompio CorpTec, its legal representatives, or its vicarious agents, as well as for damages resulting from data protection violations and damages covered by liability under the Product Liability Act, as well as for damages resulting from intentional or grossly negligent breaches of duty, fraudulent intent, or the assumption of an independent guarantee by accompio CorpTec.

Furthermore, accompio CorpTec is also liable for damages caused by simple negligence, insofar as this negligence concerns the breach of contractual obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner regularly relies and may rely (so-called cardinal obligations, such as defect-free performance or delivery of the item). However, accompio CorpTec is only liable to the extent that the damages are typically associated with the contract and foreseeable, and limited to a maximum amount of € 250,000 per claim or a maximum of € 500,000 per year.

accompio CorpTec is not liable for simple, negligent breaches of non-essential contractual obligations. The limitations of liability contained in the preceding sentences also apply to the extent that liability for accompio CorpTec’s legal representatives, senior employees, and other vicarious agents is affected.

Further liability is excluded regardless of the legal nature of the asserted claim. To the extent that accompio CorpTec’s liability is excluded and limited, this also applies to the personal liability of its employees, workers, staff, representatives and vicarious agents.

Dates and deadlines for performance are non-binding unless they have been specified or acknowledged as binding in accompio CorpTec’s offer or order confirmation. If a delivery deadline is non-binding, a grace period of 14 days will commence upon separate written request from the customer. Upon the expiration of this period without result, accompio CorpTec will be in default. Deadlines for performance only commence when the parties have agreed on all details of the order.

Graceful deadlines will be agreed upon in writing by mutual consent.

In the event that the customer’s financial situation deteriorates significantly after the conclusion of the contract, or if it becomes apparent to accompio CorpTec after the conclusion of the contract that the customer’s claim to performance is jeopardized by their inability to perform, accompio CorpTec is entitled to refuse performance and to change the agreed payment method for further deliveries or services from the entire business relationship with the customer to advance payment and to make existing claims immediately due, in deviation from the individually agreed payment term. A significant deterioration in the customer’s financial situation is particularly assumed if and for as long as a trade credit insurer largely or completely refuses to provide coverage for the customer’s claims.
for the customer’s claims.

If the Client defaults in accepting the service, or if the Client fails to provide or delays any cooperation required by Section 5 or otherwise, accompio CorpTec may, after setting a grace period, withdraw from the contract and demand compensation. accompio CorpTec’s claims for reimbursement of additional expenses incurred and other claims for damages remain unaffected.

Copyright: The client may use the results of all services (works) provided by accompio CorpTec only for its own business purposes. Upon payment of the fee, the client acquires a non-transferable right of use to the works of accompio CorpTec. The reproduction, distribution, exhibition, public reproduction, and adaptation of the works of accompio CorpTec are not permitted without the prior written consent of accompio CorpTec.

Retention of Title: accompio CorpTec retains title to all items delivered by accompio CorpTec until full payment or fulfillment of all claims arising from the business relationship with the aforementioned accompio CorpTec companies. The retention of title remains in effect until all claims, including future and conditional claims, arising from the business relationship between accompio CorpTec and the client have been fulfilled. accompio CorpTec is entitled to assert its retention of title rights without simultaneously withdrawing from the contract.

The contract ends upon expiration of the agreed term or upon provision of the agreed service.
The client or accompio CorpTec may terminate the contract without notice before expiration only for good cause.

If the contractual relationship ends prematurely, accompio CorpTec is entitled to compensation for the work performed up to that point. If the client is responsible for the premature termination of the contractual relationship, accompio CorpTec will receive 50 % of the agreed fee for the services not yet performed, in addition to the compensation for the work performed, unless the client proves lesser damages. The right to assert claims for higher damages remains reserved.

All remuneration for services billed based on time spent is based on an eight-hour day with five working days per week. Travel time is considered 50 % of working time.

Unless expressly stated otherwise in the offer or in the order confirmation from accompio CorpTec, the client shall bear the following:

• The costs for travel to and from the customer location are calculated at € 0.99 per kilometer per employee. We charge 50 % of the corresponding hourly rate per person for travel time. Any overnight costs (hotel and expenses) are charged at a flat rate of € 120.00 per night per employee.
• For assignments abroad, travel and accommodation costs are calculated individually.
• For longer assignments at one location, each employee is entitled to one trip home per week, the costs of which will be invoiced to the client.
• Expenses and travel costs are invoiced monthly.

For services billed based on time spent, accompio CorpTec will issue interim invoices monthly, unless otherwise agreed in individual cases.

For fixed-price contracts, accompio CorpTec will issue an invoice for 50 % of the contract value upon conclusion of the contract. The remaining 50 % will be invoiced upon project completion. For long-term projects structured according to phases, phase-based invoicing can also be agreed upon.

For night, weekend, and holiday work, the following surcharges will be added to the applicable prices:

• Night work: 50 %
• Saturday work: 25 %
• Sunday work: 75 %
• Holiday work: 100 %

Two surcharges may only be accumulated if the night work surcharge is combined with another of the above-mentioned surcharges, provided that the night work entitles the client to bill two surcharges.

If multiple surcharges are incurred through night work, the night surcharge will be added to the higher of the two.

Activities commissioned with a required response time of less than four hours during our operating hours, and for which no Service Level Agreement (SLA) has been agreed, will be subject to a surcharge (rescue flat rate) of 50 % of the applicable prices.

Regardless of the duration of the assignment, a minimum of EUR 500 net plus the applicable VAT will be charged in all cases.

On weekends and public holidays, the rescue flat rate is calculated per assignment, regardless of the response time.

In addition, surcharges for night, weekend, and holiday work are added.

Invoices are payable immediately upon receipt, net and without deductions. All remuneration and other invoiced amounts (e.g., travel expenses, expenses, incidental costs, etc.) are subject to the applicable VAT.

The client may only exercise a right of retention if their counterclaim is based on the same contractual relationship. Should individual items on an invoice be disputed, this does not affect the obligation to pay the undisputed items.

After 30 days from receipt of the invoice, the client automatically defaults on payment. From this point on, interest of 9 percentage points above the base interest rate is payable unless the client is a consumer. In the event of default on a payment claim, the client also owes a flat-rate compensation amount of € 40.00. This also applies if the client defaults on an advance payment or other installment payment. The flat-rate compensation of € 40.00 is to be offset against any damages owed, insofar as the damage is based on legal costs. accompio CorpTec reserves the right to assert further damages for delay.

The price is the current price quoted by accompio CorpTec at the time of the order. Should there be a significant change in the costs relevant for the price calculation between the order and the delivery/service, i.e., material and manufacturing costs, energy costs, transport costs, wages owed under collective agreements, taxes and other duties, or exchange rate fluctuations, exchange regulations, or customs changes, accompio CorpTec shall be entitled, at its reasonable discretion and with due consideration of the customer’s interests, to adjust the agreed price accordingly after timely notification of the customer and before the delivery/service is performed. Any increases in one cost type may only be used by accompio CorpTec for a price increase to the extent that they are not offset by any decreases in other cost types. In the event of cost reductions, the costs must be reduced unless these cost reductions are fully or partially offset by increases in other areas.

accompio CorpTec will select the respective times of price changes so that cost reductions are not accounted for according to standards that are less favorable for the customer than cost increases, so that cost reductions have at least the same impact on prices as cost increases. To the extent that deliveries/services are not provided by accompio CorpTec within the framework of a continuing obligation, accompio CorpTec shall have the right to adjust prices for the first time four months after conclusion of the contract. In the event of a price increase of more than 10 %, the customer has the option of terminating the contract with 14 days’ notice, unless the price adjustment was agreed upon at the time of the order. In the event of termination of the contract by the customer, the previous prices shall continue to apply until the end of the contract. The provisions of Section 315 of the German Civil Code (BGB) remain unaffected, in particular the possibility of judicial review of the fairness of the price adjustment in accordance with Section 315 (3) BGB.

The Client and accompio CorpTec undertake to act with mutual loyalty. In particular, the hiring or other employment of employees or former employees of the other contracting party who were involved in the execution of the contract is prohibited within 12 months of the contract’s completion.

The applicable law of the Federal Republic of Germany shall apply exclusively, with the exception of the conflict of laws provisions of international private law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG – “Vienna Sales Convention”) of April 11, 1980, is excluded.

For all disputes arising from the contractual relationship – including bills of exchange and check claims – if the client is a merchant, a legal entity under public law, or a special fund under public law, the action shall be brought before the court having jurisdiction over the registered office of accompio CorpTec. accompio CorpTec is also entitled to bring legal action at the registered office of the client.

Unless otherwise agreed, the registered office of accompio CorpTec shall be the place of performance.

To the extent that these Terms and Conditions require the submission of declarations in writing, compliance with the written form requirement shall be deemed to require the declarations to be sent in text form, signed by the respective party, in accordance with Section 126b of the German Civil Code (BGB), e.g., by fax, email, or in writing to the fax number, email address, or postal address provided for this purpose by the other party.

As of: March 19, 2025

accompio CorpTec GmbH

Grimsehlstraße 23
37574 Einbeck

Tel.: 05561 / 922-0
Fax: 05561 / 922-500

info@ent.accompio.com
www.accompio.com