Terms and Conditions

Section A – General Provisions

§ 1 Scope of Application

1. All services and offers of dicobis GmbH, Einsteinstraße 59, 89077 Ulm (hereinafter “Provider or Contractor”) are made exclusively on the basis of these general terms and conditions and the Provider’s offer. They form an integral part of all contracts that the Provider concludes with its contractual partners (hereinafter “Client”) concerning the services offered by it. They also apply to all future services or offers to the Client, even if they are not separately agreed again.
2. Terms and conditions of the Client or third parties shall not apply, even if the Provider does not separately object to their validity in individual cases. Even if the Provider refers to a letter containing or referring to terms and conditions of the Client or a third party, this does not constitute agreement to the validity of those terms and conditions.
3. If the various general terms and conditions are consistent in content, they shall be deemed agreed. If individual provisions contradict each other, the provisions of dispositive law shall apply. This also applies if the Client’s terms and conditions contain provisions that are not contained in these terms and conditions. If these terms and conditions contain provisions that are not contained in the Client’s terms and conditions, these terms and conditions shall apply.
4. If warranty agreements are concluded between the manufacturer and the Client, the manufacturer’s terms and conditions shall apply. If dicobis supplies products from a manufacturer whose terms and conditions require a licence agreement to be concluded directly between the Client and the manufacturer in order to receive further software releases (patches, updates, upgrades), the manufacturer’s licence provisions shall be incorporated into the contract.

§ 2 Offer and Conclusion of Contract

1. All offers of the Provider are subject to change and non-binding unless they are expressly marked as binding or contain a specific acceptance period.
2. A contract is only concluded upon the Client’s declaration of acceptance of the offer. Sending the signed offer to the Provider by e-mail shall also be deemed a declaration of acceptance.
3. The written contract concluded, including these general terms and conditions, is solely decisive for the legal relationship between the Provider and the Client. It fully reflects all agreements between the contracting parties on the subject matter of the contract. Oral commitments made by the Provider prior to the conclusion of the contract are legally non-binding, and oral agreements of the contracting parties are replaced by the written contract, unless expressly agreed otherwise between the contracting parties in each case.
4. Supplements and amendments to the agreements made, including these general terms and conditions, must be in writing to be effective. With the exception of managing directors, the Provider’s employees are not entitled to make oral agreements deviating from the written agreement. Transmission by telecommunication, in particular by fax or e-mail, is sufficient to satisfy the written form requirement.
5. Information provided by the Provider regarding the scope of the service (e.g. duration of the implementation) is only approximately authoritative. These are not guaranteed time specifications but an estimate. Deviations customary in the trade and deviations resulting from legal regulations are permissible.
6. The Provider reserves ownership or copyright in all offers and cost estimates submitted by it as well as in documents and aids made available to the Client. The Client may not make these documents accessible to third parties as such or in terms of content, disclose them, use them itself or through third parties, or reproduce them without the express consent of the Provider. At the Provider’s request, the Client shall return these documents in full to the Provider and destroy any copies made if they are no longer required by the Client in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. Excepted from this is the storage of electronically provided data for the purpose of customary data backup.

§ 3 Subject Matter of the Contract and Services

1. The Provider renders consulting and support services for the software “Microsoft Dynamics 365 Business Central” of Microsoft (hereinafter “Software”), which the Client acquires separately, as well as for separately acquired third-party software.
2. In detail, the Provider renders the following services:
   • support and consulting for the introduction of the systems
   • support and consulting for the risk analysis of the systems
   • support and consulting for individual further development
   • determination of the requirements profile
   • support and consulting for project planning and implementation of the Software
   • support and consulting for the planning of data migration
   • support and consulting for the setup of interfaces
   • support services by telephone, e-mail and remote maintenance
   • training and workshops on the Software
3. The Provider renders consulting and support services as package offers in accordance with the service packages and optional services described in Section C. Licences are not included in the service packages and must be acquired separately. In this respect, the provisions of Section B apply.
4. The prices apply to the scope of services listed in the order confirmation. Additional or special services will be invoiced separately. The price is stated in euros plus statutory value added tax.
5. The responsibility for project management and project success lies with the Client.
6. The services of the Provider are services within the meaning of Sections 611 et seq. of the German Civil Code (BGB). Services under a contract for work (werkvertragliche Leistungen) are not the subject of the contract.
7. The Provider renders its services on working days from 8:00 a.m. to 5:00 p.m. Working days are the days from Monday to Friday, excluding nationwide public holidays.
8. The Provider renders its services in accordance with the current state of the art applicable at the time of conclusion of the contract, unless deviating requirements have been agreed in the service description.
9. The Provider assumes no warranty for the separately acquired software of Microsoft or other third-party providers. Any warranty claims arising from the software contract with Microsoft or a third party must be addressed to Microsoft or to the third-party provider of the respective software.
10. The Contractor undertakes to hand over to the Client all documents created and used in the course of the consulting (e.g. reports, presentation slides, technical documents including drawings and plans, documentation). These documents shall be handed over to the Client in legible and copyable form and, where available, in digital form. The Contractor grants the Client a free, non-exclusive, irrevocable right of use in these handed-over documents, unlimited in time and space, transferable and sublicensable, for the purposes of presentation, training, teaching events, as customer reference material, for press releases, PR documents and files, company profiles and other company presentations, free of third-party rights. This right includes in particular the right of exploitation, reproduction, distribution, public performance and making publicly available in all types of use known and unknown at the time of conclusion of the contract. The Client has the right to edit and modify the documents and to reproduce, publish and distribute the works edited and modified in this way. Insofar as the Contractor has created these documents with the help of confidential information of the Client, the Contractor grants the Client an exclusive right of use in these documents within the meaning of this paragraph.
11. The Client’s claim to handover does not cover source code that the Contractor has created for the Client but which is not visible to the Client or is not intended to be visible. A claim to handover of source code of this kind, for example when changing providers, is excluded.
12. The Provider is free in its choice of the place of performance; insofar as services are not rendered on the Client’s premises, the services may be rendered remotely.
13. The Provider shall inform the Client without undue delay in writing if it identifies obstacles or impairments that affect its performance. An e-mail is sufficient to satisfy the written form requirement.

§ 4 Personnel of the Provider

1. The Provider is free in its choice of the persons it deploys to render the services. It shall ensure that the persons deployed by it are sufficiently qualified to render the services. If and to the extent that the Provider has named specific persons to the Client whom it intends to deploy for the performance of the services, this corresponds to the planning status at the time of the naming. The Client has no claim to the deployment of the named persons.
2. The persons deployed by the Provider to render the services are not subject to the Client’s authority to issue instructions. This applies in particular where persons deployed by the Provider render the services on the Client’s premises.

§ 5 Subcontractors

1. The Contractor is generally entitled to use subcontractors to render the services. The Client may only object to this for good cause. Good cause may be, for example, the particular sensitivity of the data. In this case, the interests of the Client and the Contractor shall be weighed against each other.
2. The Contractor shall structure the agreements with its subcontractors in such a way that they are consistent with the provisions of this contract.

§ 6 Obligations of the Client

1. The responsibility for the success of services under this contract remains with the Client. The Client shall render the agreed services, including provisions to be supplied. Beyond the expressly named services, the Client shall render those services that are necessary and generally customary for the contractual performance by the Provider and shall in particular
   1. provide all necessary information, data, software, clients, servers and licences;
   2. ensure that the system requirements correspond to the current documentation;
   3. grant access to its premises and to its employees during normal business hours;
   4. provide the necessary work materials including workstations;
   5. grant access to its IT system
   – unless these services are contractually assigned to the Provider’s sphere of obligations.
2. The Client has duties to cooperate, which are described in more detail in the specific provisions in Section C, insofar as the Client has ordered such a package. These include, among other things, the provision of key users, data migration and testing processes.
3. Insofar as services are owed and the necessary specification has not already been made contractually, the Provider shall request these services from the Client in writing with reasonable advance notice, stating the relevant framework conditions. The Provider shall inform the Client without undue delay in writing of any services of the Client that it considers insufficient. An e-mail is sufficient to satisfy the written form requirement.
4. The Client shall ensure that the information and documents provided are correct and up to date. The Client shall inform the Provider without undue delay in writing of any material changes to the information and documents.
5. Unless otherwise agreed in individual cases, all services to be rendered for the Provider shall be rendered free of charge.
6. The services to be rendered by the Client constitute genuine obligations and not mere incidental duties (Obliegenheiten). If and to the extent that the Client does not render the services owed by it, does not render them in time or does not render them as agreed, and this affects the Provider’s performance, the Provider shall be released from rendering the affected services. Additional expenses incurred and proven by the Provider shall be remunerated separately on the basis of the agreed conditions, without prejudice to further rights of the Provider.
7. If the Client, despite a written request by the Contractor, fails to perform acts of cooperation, performs them incompletely or insufficiently, the Contractor is entitled to invoice the resulting expenses in accordance with its current price list. The Contractor’s further rights remain unaffected.

§ 7 Remuneration and Payment Terms

1. The Provider’s services are remunerated on the basis of the offer. Additional and special services will be invoiced separately. Prices are net in euros plus statutory value added tax. Any deviation from the euro currency must be separately recorded in the offer.
2. The Contractor renders its services within the core working hours set out in § 3 no. 7 of these terms and conditions.
3. If the Contractor, at the express written request of the Client, renders services on Saturdays, Sundays and public holidays of the federal state of Baden-Württemberg, it shall receive a surcharge of 50% on the agreed fee.
4. Unless a separate remuneration agreement has been concluded between the parties, the Contractor’s hourly rate is EUR 160 exclusive of statutory value added tax.
5. The payment terms are governed by the specific provisions in Section C, in particular for the Bronze, Silver and Gold packages as well as for optional additional services, insofar as the Client purchases such a package. The corresponding payment terms apply to further orders.
6. As proof of its services, the Contractor shall prepare a monthly statement of services. Invoicing is based on the hours actually worked. The smallest billing unit is 0.25 hours.
7. Invoice amounts are payable within 7 days without any deduction, unless otherwise agreed in writing. The date of receipt by the Client is decisive for the date of payment. Payment by cheque is excluded unless separately agreed in individual cases. If the Client fails to pay when due, the outstanding amounts shall bear interest at 5% p.a. from the due date; the assertion of higher interest and further damages in the event of default remains unaffected.
8. Set-off against counterclaims of the Client or the withholding of payments due to such claims is only permissible insofar as the counterclaims are undisputed or have been established by final and binding judgment or arise from the same order under which the relevant service was rendered.
9. The Provider reserves the right to regularly review the terms of the contract and to adjust them if necessary.
10. Expenses incurred in the course of contract performance (e.g. travel, hotel and incidental costs) are not included in the offer. Reasonable expenses shall be reimbursed by the Client insofar as they were incurred at the Client’s request and have been evidenced accordingly. Other travel and accommodation costs will be invoiced on a time-and-materials basis.
11. As a matter of principle, travel costs are invoiced at €0.60 per kilometre driven plus an hourly rate of 50% of the agreed hourly rate. For overnight hotel stays, a flat rate of €120 is deemed agreed insofar as the Client does not provide a hotel for the Contractor. Deviations from this require a separate written agreement.

§ 8 Change Request

1. The change request procedure is provided for changes and additions to the services specified in this contract.
2. The Client is free to assert change requests regarding the agreed services in writing. The Contractor will examine under what conditions the change request can be implemented and will inform the Client in writing in a supplementary offer about the effects of the change with regard to additional expenses, price, postponements compared to the original schedule, and the other contractual agreements. The Client shall notify the Contractor of its approval or rejection of the supplementary offer within five days of receipt of the supplementary offer.

§ 9 Contract Term and Termination

1. The contract is concluded upon acceptance of the offer by the Client. It ends, whichever occurs first, when
   1. the agreed services have been rendered in full,
   2. the agreed budget has been used up, or
   3. the contract has been terminated by the parties with three months’ notice to the end of the quarter.
2. The minimum contract term and termination conditions for services and packages are specifically described in Section C. These provisions take precedence over the general provisions of this section.
3. The right of both parties to terminate this contract extraordinarily in accordance with the statutory provisions remains unaffected.
4. Any termination of the contract must be in writing to be effective. Transmission of the termination by e-mail is not excluded.
5. Services rendered up to the effective date of termination shall be remunerated; in the event of an extraordinary termination by the Client culpably caused by the Provider, this only applies insofar as the services rendered are usable for the Client.

§ 10 Liability

1. In the event of intent and gross negligence, the Provider is liable in accordance with the statutory provisions. Claims for damages going beyond this are excluded unless otherwise provided by law.
2. Liability under the contract is, on the whole, fundamentally limited to the foreseeable damage typical for the contract and to the net contractual order value, and amounts to a maximum of EUR 50,000. A material obligation or cardinal obligation is any obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the partner may regularly rely.
3. In the event of simple negligence, the Provider is only liable if a material contractual obligation has been breached. In this case, the Provider’s liability is limited to the foreseeable damage typical for the contract. A material contractual obligation is an obligation whose fulfilment makes the proper performance of a contract possible in the first place and on whose observance the other party may regularly rely.
4. In the event of loss of data, the Contractor is only liable for the effort that would have been required to restore the data if the Client had carried out proper and regular data backups. Claims for lost profit are excluded.
5. If and as long as the services owed by a contracting party cannot be rendered, or cannot be rendered on time, as a result of unavoidable events/force majeure, the obligations under this contract shall be suspended. Unavoidable events or force majeure within the meaning of sentence 1 include in particular war, riot, strikes, lockouts, fire, floods and other unforeseeable events. Claims for damages between the contracting parties are excluded in these cases. Upon occurrence of the aforementioned events, the affected contracting party shall inform the other contracting party without undue delay.
6. Claims for damages under the German Product Liability Act (Produkthaftungsgesetz) as well as in the event of injury to life, body or health remain unaffected by the above limitations of liability.
7. The above limitations of liability also apply in favour of the legal representatives, employees and vicarious agents of the Provider.
8. Liability claims must be asserted by the Client against the Provider in writing within a period of 30 days after becoming aware of the grounds for liability.
9. The Contractor maintains sufficient liability insurance and shall provide evidence thereof to the Client upon request.

§ 11 Limitation Period

All claims arising from this contract become time-barred 12 months after the services have been rendered.

§ 12 Confidentiality

1. The parties shall treat all business secrets, including the content of this contract, as well as other information of the respective other party marked as confidential (hereinafter referred to as “confidential information”) as confidential. The receiving party (“Recipient”) shall treat the confidential information with the same care as it treats its own confidential information of the same sensitivity, but at least with the care of a prudent businessperson.
2. Use of the confidential information is limited to use in connection with this contract. Without the prior consent of the disclosing party, the disclosure of confidential information to third parties is not permitted. Consents must be in writing. Affiliated companies of the parties and advisers who are bound to confidentiality by law are not third parties within the meaning of this paragraph.
3. Insofar as applicable legal obligations so require, the Recipient is furthermore entitled to disclose and pass on confidential information. To the extent legally permissible, the Recipient shall inform the disclosing party prior to the disclosure of confidential information.
4. The parties shall impose on their employees or third parties to whom they pass on confidential information an obligation to treat this information confidentially within the framework of the respective subcontractor and employment relationships, with the proviso that the confidentiality obligation continues beyond the end of the respective subcontractor or employment relationship, unless a corresponding general obligation to maintain confidentiality already exists.
5. Exempt from the obligation of confidentiality is information that
   1. was already generally known at the time of conclusion of the contract or subsequently becomes generally known without breach of the confidentiality obligations contained in this contract;
   2. the Recipient has developed independently of this contract; or
   3. the Recipient has received from third parties or, outside this contract, from the disclosing party without a confidentiality obligation.
   The burden of proof for the existence of the exceptions named in this paragraph lies with the party invoking the exception.
6. Upon termination of this contract, the parties shall, at the request of the respective other party, return or delete confidential information of the other party in their possession. Exempt from this is confidential information for which a longer statutory retention obligation exists, as well as data backups within the scope of customary backup processes.
7. The obligation to maintain confidentiality applies for the term of the contract and for an unlimited period after termination of the contract.

§ 13 Data Protection

1. The parties shall comply with the data protection laws applicable to them.
2. If and to the extent that the Provider processes personal data of the Client on the Client’s behalf in the course of rendering the services, the parties shall, prior to the start of the processing, conclude a market-standard agreement on commissioned data processing pursuant to Art. 28 GDPR.
3. The Contractor warrants that its employees are appropriately trained and obligated with regard to the handling of personal data and confidential information.

§ 14 Cancellation

1. The Client may withdraw from the contract.
2. In the event of withdrawal from an order for training and workshops, the following cancellation costs arise:
   1. if the withdrawal takes place up to two weeks before the start of the contract, 25% of the agreed total price is due as cancellation costs;
   2. if the withdrawal takes place less than two weeks before the start of the contract up to seven days before the start of the contract, 50% of the agreed total price is due as cancellation costs;
   3. if the withdrawal takes place less than seven days before the start of the contract, the entire contractually owed price is due as cancellation costs.
3. The Client is expressly permitted to prove that no damage or reduction in value has occurred at all or that it is substantially lower than the cancellation costs.

§ 15 Reference

1. Within the scope of this project, the Contractor creates a reference presentation, e.g. as a video/slide/story/interview. This reference presentation may require up to three quotes from the Client. The quotes reflect the Client’s impression of and opinion on the project/the execution/the result.
2. The final reference presentation will be submitted to the Client for acceptance and approval. By approving the reference presentation, mutual permission to use the company logos is also granted. Both contracting parties may use this reference presentation and the company logos for internal and external marketing measures as well as on the company websites.

§ 16 Miscellaneous

1. This contract is governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG).
2. The exclusive place of jurisdiction for all disputes arising from or in connection with this contract, including its validity, is the registered office of the Provider (Ulm).
3. No oral or written side agreements have been made.
4. The assignment of rights under this contract requires the prior written consent of the respective other party. This does not apply to the assignment of payment claims.
5. Amendments or supplements to this contract must be in writing to be effective, unless a stricter form is prescribed by law. This also applies to any amendment of this written form clause. The written form requirement is satisfied in particular by sending declarations by e-mail or fax, unless expressly provided otherwise in this contract.
6. Any warranty of characteristics requires the express written confirmation of the Contractor. The information in the documentation, in brochures or project descriptions does not constitute agreements on quality or guarantees.
7. Should individual provisions of this contract be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions of this contract shall not be affected. In place of the invalid or unenforceable provision, the parties shall agree on a valid and effective provision that comes as close as possible legally and economically to that provision and that they would reasonably have agreed upon if they had considered the invalidity or unenforceability of the respective provision at the time of conclusion of this contract. The same applies in the event of a gap in the contract.

Section B – Licence Provisions

The following general terms and conditions govern the conditions for the temporary provision of software licences by the Contractor.

§ 17 Subject Matter of the Contract

1. The subject matter of the licence conditions results from the order.
2. These licence conditions apply equally to all subsequent versions of the industry solution and the customised software, including full versions, upgrades and updates and other releases. Also covered – insofar as protected by copyright – are documentation and operating manuals.
3. The number and type of licences acquired result from the specific contract, order form or the Client’s e-mail.
4. If standard software of a supplier is the subject of the contract, the supplier’s licence provisions will be handed over to the Client. Upon opening originally packaged licence products, upon retrieval via a network or upon handover of data carriers, the conditions of the respective manufacturers are deemed accepted. The Client must take note of and acknowledge these licence provisions before conclusion of the contract. Otherwise, the Contractor is entitled to terminate the contract, as performance of the contract is impossible without corresponding declarations. The Client agrees to acknowledge as binding the terms of use of Microsoft for the Software. If the Client passes on the Software within a group of companies, it must also make this declaration on behalf of the affiliated companies.
5. The Contractor shall provide the Client with documentation enabling a trained user to operate the standard software properly. Unless expressly agreed otherwise, dicobis shall provide the following components in electronic form:
   1. for Microsoft standard software: user help as provided by Microsoft as standard;
   2. for third-party standard software: user help as provided by the respective manufacturer as standard.
   The Contractor thereby fulfils its documentation obligation.
6. The Contractor owes further documentation only if separately commissioned.
7. The source code is not part of the transfer of rights of use.
8. A specific performance level as well as the creation of interfaces to other systems are only part of the agreed quality if this has been expressly commissioned.
9. The installation or customisation of standard software and the creation of individual software are not the subject of this contract.

§ 18 Copyright

1. The Contractor’s software products are protected by copyright laws and provisions of international conventions as well as other laws protecting intellectual property and business secrets. The Contractor and its upstream suppliers are the holders of all rights, in particular the copyrights, in the software products. The infringement of these protective rights constitutes a material infringement.
2. The Client is not entitled to alter or remove the proprietary rights notices attached to the software products including the documentation, in particular copyright notices or trademarks as well as serial numbers.
3. The Client is not entitled to crack, remove, circumvent or otherwise impair licence codes, i.e. codes that enable access to the software products, or other security mechanisms.

§ 19 Rights of Use

1. The Contractor reserves all rights of use until full payment of the remuneration due in each case.
2. The Client receives a non-exclusive right to use the software products provided to it for the intended execution of the application for its own use within the scope of its business operations. Use for its own purposes within the scope of its own business operations means that the software products may be reproduced by employees or freelance staff of the Client for the processing of the Client’s data. Other third parties may only be granted access to the software products to the extent necessary for the modification of the Client’s data.
3. The right of use is limited to the contract period.
4. The Client is responsible for compliance with the licence conditions by affiliated companies.
5. Unless otherwise provided in these licence conditions, the Client is not entitled to modify, edit, translate, port, reverse engineer, disassemble or decompile the software products or to determine their source code through other interventions in the software products.
6. The Client is not entitled to correct occurring program errors itself as long as the Contractor or third parties authorised by it offer the rectification of errors on market-standard terms.

§ 20 Transfer to Third Parties

The software may not be passed on or resold to third parties without the consent of the supplier. If this is permitted, additional fees may be incurred for the transfer of the software to third parties.

§ 22 Procurement Agreement

1. The functional scope of the standard software at the time of conclusion of the contract is conclusively described in the respective order form. The information contained therein is to be understood as an agreement on quality and not as a guarantee. A guarantee is only granted if it is expressly designated as such. Further functions or any other further quality are not owed. Only the quality of the standard software as generally made available by the respective manufacturer to its customers is owed. This also applies to new version levels of the standard software.
2. The Client has informed itself about the essential functional features of the standard software and bears the risk as to whether it corresponds to its wishes and needs. The examination of the suitability of the standard software with regard to the wishes and needs of the Client is not part of the Contractor’s performance obligations, unless this has been expressly agreed.

§ 23 Duty to Cooperate

The Client undertakes to acquire a sufficient number of software licences for its purposes and to ensure, by means of a suitable procedure, that the software is only used in the licensed number, in accordance with the licensed licence type and in accordance with the licensed scope of use.

§ 24 Rights in the Event of Defects

1. The Contractor warrants the agreed quality pursuant to § 21 and that the Client can use the standard software without infringing third-party rights. A defect exists in the event of a deviation from the agreement on quality and an associated restriction of usability.
2. The standard software must be tested by the Client after receipt. If a defect becomes apparent, it must be reported without undue delay. If no such report is made, liability for defects is excluded.
3. The Contractor’s liability for defects vis-à-vis the Client is initially limited to the claim to supplementary performance in the form of rectification. Rectification takes place exclusively with the next available version level of the standard software. The Client acknowledges that the Contractor has no influence on the time within which and the content with which other manufacturers of third-party software make a new version level available. Three attempts at rectification must be accepted for one defect, unless this is unreasonable for the Client. If the Contractor creates a workaround, the Client must accept this as rectification insofar as reasonable.
4. Supplementary performance takes place without acknowledgement of any legal obligation.
5. The Client is only entitled to withdraw from the licence purchase once the rectification has failed. The Client may not withdraw if the defect is immaterial.
6. In the event of a justified price reduction, the Client is entitled to a repayment claim in the event of overpayment.
7. Rights in the event of defects are excluded if:
   1. the standard software was not used in accordance with the applicable documentation or in breach of the applicable licence provisions of the manufacturer;
   2. the standard software was used for purposes other than those for which it was made available.
8. Further rights of the Client in the event of defects are excluded.

§ 25 Liability

The parties agree that the fault of a supplier, in particular of another software manufacturer, cannot be attributed to the Contractor.

§ 26 Termination and Contract Extension

1. The licence initially has a minimum contract term in accordance with the respective order form, beginning with the activation of the initial licences (start of the subscription). Thereafter, the contract term is extended in each case by the term of the previous period, unless terminated beforehand by one party with one month’s notice.
2. Subscriptions with a minimum contract term of one month are extended by a further month in each case unless terminated by one of the parties 14 days before their expiry.
3. Upon termination of the licensing, the Client’s right of use and access options end. If the Client operates the software itself, the Contractor is entitled, upon termination of the contract, to deactivate the affected software or to demand its immediate deactivation by the Client.

§ 27 Confidentiality and Safeguarding Obligation

The Client must adequately secure the software products against access by unauthorised persons and ensure that persons who have access to the software products observe the licence conditions and restrictions of use.

Section C – Specific Provisions for Service Packages

§ 28 General Provisions for Service Packages

1. Licences are not included in the service packages and must be acquired separately by the Client. In this case, the provisions of Section B apply.
2. Sub-processes must be capable of being mapped in Microsoft Dynamics Business Central without modifications to the source code; otherwise they will not be taken into account.
3. Individual developments and further developments of the program code are not part of the service packages and must be commissioned separately.
4. Unless expressly regulated here, the general terms and conditions of Section A apply.

§ 29 Duties to Cooperate for All Packages

1. Only key users named at the start of the project are entitled to participate in the workshops and training sessions. Should a key user leave the company during the course of the project, a key user may be subsequently named by the Client. The Client has a duty to cooperate in order to ensure smooth project execution, in particular, but not exclusively, ensuring that agreed deadlines are met.
   • a) Provision of information and materials:
     The Client undertakes to provide all necessary information, data and materials upon placement of the order that are required for the introduction of the ERP system. This includes technical specifications, detailed business processes, user requirements and all commercial documents in maximum form as samples. Should further documents be required for business operations, these must also be made available in maximum form at the start of the project.
   • b) Access to facilities and systems:
     The Client grants the Contractor access to its facilities and IT systems upon placement of the order in order to enable the installation and configuration of the ERP system.
   • c) Employee training:
     The Client is responsible for training its employees in the use of the new ERP system. The Contractor may provide training materials, but the delivery of the training is the responsibility of the Client.
   • d) Cooperation and communication:
     The Client undertakes to hold regular meetings with the Contractor to discuss the progress of the project and to address any problems or changes. Likewise, regular meetings on scheduling and adherence to deadlines will be held between the Client and the Contractor. The Client shall ensure that all relevant stakeholders (e.g. project managers, IT managers, end users) are available for these meetings and participate actively. The Client shall respond promptly to enquiries from the Contractor and provide all required information. The Client shall make necessary decisions within one week and ensure that all relevant stakeholders have sufficient time available for the implementation of the project and do not delay the project. The Client shall provide feedback on the delivered work results every two weeks and notify the Contractor without undue delay of any requested changes.
   • e) Testing and acceptance:
     Following the implementation of the ERP system, the Client shall carry out extensive tests to ensure that the system functions as expected and meets all requirements. The Client shall assemble a test team consisting of qualified employees who are familiar with the company’s business processes and requirements. The Client shall prepare a detailed test plan that defines the functions to be tested, the test criteria and the schedule for the tests.
   If the Client fails to fulfil its duty to cooperate through gross negligence or intent, the Provider retains its claim to payment. The further prerequisites and duties of cooperation of the Client result from the respectively booked service package.
2. All workshops and training sessions are accompanied by employees of the Provider as trainers and moderators. The operational work within the workshops is the responsibility of the key users named by the Client.
3. The completion of the setup of a module is equated with a partial acceptance. The setup of a module is deemed completed when the sub-processes in the respective module have been successfully tested. Subsequent setups must be commissioned separately.
4. The Client is responsible for the migration of master data.
5. In advance, basic training is provided by the Contractor.

§ 30 Implementation Package – Bronze Package

1. The Bronze implementation package comprises configuration services only and no developments. Add-ons cannot be booked in addition. No licences are included. The package includes the setup of the SK03 or SKR04 standard chart of accounts as well as the standard product and business posting matrix. The configuration of the Business Central modules for purchasing, sales, projects and financial accounting is included in the scope of services.
2. The Client receives two weeks of go-live support after completion of the implementation.
3. The provision of dicobis layouts reports2go takes place without modifications and comprises the following documents: sales order confirmation, sales invoice, sales quote, sales return order, delivery note, purchase enquiry, purchase order and purchase return order.
4. The DATEV interface enables the bidirectional exchange of posting and master data (including VAT) between Business Central/NAV and the DATEV accounting programs. Payroll and salary data from DATEV can be imported into Business Central/NAV. With the DATEV posting data service, postings and the associated document images are transferred and linked.

§ 31 Implementation Package – Silver Package

1. The Silver implementation package comprises all services of the Bronze package and additionally the option to book add-ons.
2. The scope of services includes the Shopify connector and an extended bank connection. With the extended bank connection, additional costs may be incurred through the platform provider. The platform provider is commissioned directly by the Client. The Contractor is not a party to this contract. The extended pricing is configured. From the go-live date, key users of the Client receive two weeks of free support, whereby no modifications are made to the code.
3. Further packages and services can be booked in addition.

§ 32 Implementation Package – Gold Package

1. The Gold implementation package comprises all services of the Silver package. In addition, add-ons can be booked.
2. The package includes the setup of the Business Central modules Manufacturing or Service.
3. The simultaneous setup of the Manufacturing and Service modules can be commissioned with a separate offer.

§ 33 Specific Extensions and Additional Services

1. Setup of the Shopify connector: The Client must have an existing Shopify account and a Shopify online store. The connection between Business Central and the e-commerce platform Shopify enables the transfer of orders, item and customer master data between the systems. The Client is obliged to make adjustments to the master data and to provide the connection information for the existing web shop.
2. Setup of the DATEV interface: The interface enables the bidirectional exchange of posting and master data (including VAT) between Business Central and the DATEV accounting programs. Payroll and salary data from DATEV can be imported into Business Central. With the DATEV posting data service, postings and the associated document images are transferred and linked. The Client must, where applicable, carry out the mapping to accounts if the tax adviser uses different account numbers.
3. Setup of pre-built documents: Dicobis.Reports2Go contains two pre-built designs for commercial documents. The Client selects one design. Dicobis assists with the setup of the information required for operation, such as address, bank details and logo. The Client must set up the company data and test the documents in the sub-process. The provision of reports2go takes place without modifications and comprises the following documents: sales order confirmation, sales invoice, sales quote, sales return order, delivery note, purchase enquiry, purchase order and purchase return order.
4. Automatic document capture: The electronic capture of incoming invoices takes place via PDF or scan in Business Central and is evaluated by third-party software using OCR. Dicobis accompanies the installation and setup of the third-party software as well as the basics for training the OCR by the Client. The Client must carry out the training of the OCR itself in accordance with the instructions.
5. EDI: The import and export of structured electronic documents takes place in the file formats XML, CSV and TXT. A mapping is required for each file type, which is created by the Contractor and charged additionally at a fixed price of €300 per document type. The general installation and setup of the extension is included in the package scope. The Client will be trained in the administration of the extension, but not in the creation of mappings. The Client must provide the guideline for each message format and test the generated documents for outgoing and incoming messages.
6. DMS: Configuration of an audit-proof document management system for the document-related storage of external documents as well as documents generated from Business Central. The Client decides when and in which process documents are stored.
7. Intercompany postings: Linking of different Business Central companies. Invoicing is based on actual expenditure. The Client must provide the documented IC processes and create the documents to be transferred.
8. dicobis.logistics: Setup of the industry solution and training of the key users. Extensions such as the connection of vehicle telemetry or the setup of the driver app are not included in the package and must be commissioned separately. The Client must migrate all required master data.
9. Warehouse scanning: Integration of a mobile barcode scanner solution into Business Central, enabling goods receipt, put-away, picking, transfers, physical inventories, inventory corrections and goods issues. A prerequisite is the availability of suitable hardware. The Client must prepare warehouse documents, test the warehouse processes and migrate all required master data.
10. Driver app: Functions include order acceptance, activity management, data registration, fault reporting, image integration, digital signature and communication with dispatchers. A prerequisite is the availability of suitable hardware. The Client must set up extensions for third-party devices such as mobile phones on the hardware itself.
11. Additional companies: Creation of additional companies in Germany and abroad.
12. Sustainability: Visualisation of energy flows in a source-sink diagram. Additional measurement technology, which is not included in the package, is required for the automatic updating of the energy flows. Consulting services such as energy consulting and funding consulting are provided by a cooperation partner. The Client must provide documentation of the energy sources and sinks.
13. dicobis.rental: Based on Microsoft Dynamics Business Central, integrated with EQM365 Rental and specific solutions from the dicobis.apps portfolio. The package comprises the management of rental fleets, generation of rental contracts and monitoring of UVV (accident prevention), service and TÜV inspection dates. The Client must migrate all required master data.
14. dicobis.rental light: Management of rental resources, automatic calculation of unavailable time, flexible pricing methods and automatic invoicing. No inventory management of the rental objects is possible. The Client must migrate all required master data.
15. Time recording: Connector from clocko to Business Central. Project times recorded in clocko are assigned to projects and project tasks in Business Central. The setup of clocko is a service to be provided by the Client. Licences for clocko are not included. The Client must carry out the setup of clocko.
16. Individual web shop: Individual connection of a web shop that is not based on Shopify or Shopware. This comprises the synchronisation of items and stock levels in the shop as well as the synchronisation of orders from the shop and the connection of payment service providers. The Client must make adjustments to the master data and provide the connection information for the existing web shop.
17. Graphical planning board: Setup of the third-party software for the graphical planning and scheduling of production orders. No consulting on the optimisation of production processes is included. The Client must make adjustments to the master data.
18. Machine data connection: Transfer of consumption data and output of your machines in production with automatic posting in Business Central. The cabling for measurement technology is a service to be provided by the factory. The Client must make adjustments to the master data.
19. Carrier connection: Connects Business Central with the nShift platform and simplifies the shipping of goods by connecting shipping service providers. A prerequisite is an existing nShift account and the reachability of the shipping service provider via nShift. Additional costs may be incurred through nShift. nShift is commissioned directly by the Client. The Contractor is not a party to this contract. The Client must make adjustments to the master data.
20. POS connection: Digital cash register for Business Central. Registers payments in Business Central and is fiscalised and approved for cash sales. The Client must make adjustments to the master data.
21. dicobis.jira connector: Connection of an existing Jira and Jira Service Desk environment to Business Central. The entries from Jira are synchronised into the project module of Business Central. The setup in Jira and the Jira licence are not included in the package. The Client must make adjustments to the master data.
22. In addition, the Contractor provides the following services:
    • Development services: The Contractor offers services for the customisation and individualisation of Microsoft Dynamics products according to specific customer requirements.
    • Project management as a service: Within the scope of the commissioned development services, the Contractor assumes ongoing monitoring and progress control (project controlling).
    • Requirements specification and process mapping: The Contractor prepares a detailed requirements specification and records business processes within the scope of the ERP selection process. The Client receives a requirements specification for free use in order to be able to select the suitable ERP system on the basis of the recorded processes and requirements. The recording of the requirements and processes is limited to two on-site calendar days and two days of follow-up work and is carried out by two consultants.
    • Support after go-live: The Client is offered a support flat rate for key users in the operational use of Microsoft Dynamics Business Central. The support exclusively comprises operational business cases as well as the configuration of Microsoft Dynamics Business Central. Individualisations of the source code are not included in the support flat rate.
    • Engagement as a service – product feature evaluation: The Contractor offers an individual evaluation of new product features and their possible uses in operational business. The Contractor’s consultants propose possible usage scenarios.
    • Process analysis and optimisation: In a two-day workshop, the Contractor analyses the existing processes and the use of Business Central in operational business and prepares a report on possible optimisation potential.

§ 34 Payment Terms and Termination Conditions

1. Payment terms for packages: Payment for the service packages we offer is made in two instalments: 50% of the total amount is due upon placement of the order, the remaining 50% upon completion of the project. Invoicing for the Bronze, Silver and Gold implementation packages takes place in equal instalments over a period of six months. A final invoice will be issued no later than the go-live date.
2. Licence fees: Licence fees are invoiced at the beginning of the licence term.
3. Special payment terms:
   1. EDI (Electronic Data Interchange): The payment terms for EDI services are governed by the special provisions pursuant to § 33 no. 5.
   2. Intercompany postings: The payment terms for intercompany postings are governed by the special provisions pursuant to § 33 no. 7.
4. The minimum contract term for services is one year. After expiry of the minimum contract term, the contract is automatically extended unless it is terminated 30 days before expiry. In the event of early termination, the payments already due must nevertheless be made.