General Terms and Conditions 

Software purchase. 

 

1 Parties to the agreement 

The agreement is concluded between T-Systems International GmbH
(hereinafter referred to as T-Systems), Hahnstraße 43d, 
60528 Frankfurt am Main, Germany (registered with 
Frankfurt am Main Local Court HRB 55933) and the customer. 

 

2 Subject matter of the agreement 

2.1 The subject matter of the agreement is specified in these General 
Terms and Conditions and the relevant Service Specifications and 
Price Lists. These set forth the terms governing the sale of 
software. 

2.2 Diverging provisions shall be made in writing. The provision of a 
guarantee for specific characteristics (condition) shall require 
written confirmation by T-Systems in order to be valid. 

2.3 The customer’s general terms and conditions shall not become a 
part of the agreement, even if they are attached to requests for 
proposals, orders, acceptance declarations, etc. and if no 
objection is made. 

 

3 Agreements and proposals 

3.1 Unless otherwise stipulated by a separate arrangement, the 
agreement shall be deemed established upon receipt of the order 
confirmation, or upon provision of the service by T-Systems at the 
latest. 

3.2 Dates or deadlines for the delivery of goods and the performance 
of services stipulated in agreements shall be binding only if they 
were designated as such in writing by T-Systems. 

3.3 All offers by T-Systems are subject to change, unless explicitly 
stated otherwise in the offer. T-Systems reserves the right to 
deviate slightly from the offer for technical reasons even after the 
offer has been accepted by the customer. 

 

4 Shipping and transfer of risk 

4.1 For any shipment in conjunction with the provision of services, the 
risk shall be transferred to the customer as soon as T-Systems has 
delivered the items to the person responsible for shipping. 

4.2 The customer shall inspect the external condition of the shipment 
and the service without undue delay upon receipt and report any 
transport damage to the person responsible for shipping, secure 
the evidence, and inform T-Systems and the sender by telephone 
and in writing without undue delay. 

 

5 Services provided by T-Systems 

5.1 The scope of software goods and services as well as the 
authorized application environment are described in the relevant 
product description and additionally in the user manual. The 
product description and user manual shall, as a rule, be written in 
the language of the manufacturer. 

5.2 The software shall be delivered as an object code in machine-
readable form on a suitable data medium. 

 

6 The customer's duties and obligations 

6.1 T-Systems and its vicarious agents [Erfüllungsgehilfen] shall be 
indemnified against all claims by third parties that are based on 
the illegal use of the software and the services connected 
therewith by the customer or with the customer's consent, or 
which arise, in particular, from litigation involving data protection, 
copyright, or other laws in conjunction with the use of the 
software. The customer shall notify T-Systems in writing without 
undue delay if third parties claim that it has violated their rights. 
The customer shall not recognize any violation of rights claimed by 
third parties and either have any and all disputes handled by 
T-Systems or handle such disputes only in agreement with 
T-Systems. 

6.2 Copyright notices, serial numbers and any other features that 
serve to identify the program may under no circumstances be 
removed or modified. The same applies to preventing such 
features from being displayed on screen. 

 

7 Rights of use 

7.1 Following payment in full, T-Systems shall grant the customer a 
non-expiring, non-exclusive right, which cannot be sublicensed, to 
use the software and accompanying documentation or online help 
for its own internal use on the operating systems described in the 
agreement. 

7.2 The customer may create a full copy of the software for backup 
purposes. The customer shall mark this copy as a backup copy 
and provide it with the copyright notice of the original data carrier. 
Beyond this, the customer shall have no right to copy the software. 
Partial reproduction of the written materials for internal purposes 
is permitted to the extent required by use of the software for its 
intended purpose. Additional manuals can be obtained through 
T-Systems if required. 

7.3 If the software is resold, the customer may transfer rights to the 
software and the user manual to the same extent as they are 
transferred to it for the performance of this agreement. The 
customer shall be obligated to hand over program copies or to 
destroy any copies not handed over and to contractually obligate 
third parties, in turn, to use the software and the user manual only 
to the extent pursuant to Item 7.1 of these contractual terms and 
conditions. 

7.4 To the extent not expressly permissible according to the Copyright 
Act or by agreement, the customer may neither carry out itself nor 
have a third party carry out reverse engineering, disassembly or 
decompiling of the software. 

7.5 For every culpable case of enabling third parties to make use of 
the software and the user manual, of producing an unauthorized 
copy or of using the software on additional computers contrary to 
the terms of the agreement, the customer shall pay compensation 
for damages in the amount of the purchase price. The damage 
compensation shall be higher or lower if T-Systems proves that the 
loss suffered was greater or the customer, that it was less. 
T-Systems reserves the right to assert other claims for damages. 

7.6 The customer shall, upon request, provide T-Systems with all 
information required to assert claims against third parties, in 
particular, it shall inform T-Systems of their names and address 
and, without undue delay, of the nature and scope of any claims it 
has against these third parties arising from the unauthorized 
provision of the program. 

 

8 Reservation of ownership 

T-Systems shall retain ownership and rights to be granted until the 
amount owed has been paid in full. Until this time, the rights shall 
only be preliminary rights and may be withdrawn by T-Systems at 
its discretion. If T-Systems asserts reservation of ownership, the 
customer’s right to further use the software shall lapse. All 
program copies made by the customer must be deleted. 

 

9 Terms of payment 

9.1 Compensation and ancillary costs are, in principle, net prices 
plus any applicable statutory taxes and duties. 

9.2 The amount due shall be paid to the account indicated on the bill. 
It shall be credited to the account within ten days after receipt of 
the bill. In the event that the customer furnishes a direct debit 
authorization, T-Systems shall not debit the agreed account with 
the billed amount until the seventh day after receipt of the bill. 

9.3 The customer may only offset undisputed counterclaims or 
counterclaims that have become res judicata. The customer shall 
only be entitled to assert a right of retention for counterclaims 
arising from this agreement. 

9.4 For any direct debit not honored or returned, the customer shall 
reimburse T-Systems for the costs it incurred to the extent that the 
customer was responsible for the event giving rise to the costs. 

 

10 Changes in General Terms and Conditions, Service 
Specifications and prices 

T-Systems shall have the right to change the General Terms and 
Conditions, the Service Specifications or the prices within a 
suitable notice period, provided that the change is reasonably 
acceptable to the customer, taking T-Systems’ interests into 
account. The customer shall be notified of the change in writing. 

If changes are made to the customer’s detriment, the customer 
shall have a special right of termination from the time the change 
goes into effect. In its change notice, T-Systems shall bring the 
customer’s attention to this special termination right as well as to 
the fact that the change will go into effect unless the customer 
exercises its special termination right within the specified period. 

 

11 Default 

If the customer does not accept the software on the agreed date, 
T-Systems may grant it an additional reasonable period of time 
[Nachfrist] for acceptance. If the software has still not been 
accepted after this additional period of time, T-Systems shall be 
entitled - without prejudice to its legal rights arising from default - 
to rescind the purchase agreement and instead of the service to 
demand damage compensation as a lump-sum payment that falls 
due immediately and amounts to 20 % of the purchase price as 
well as compensation for services already provided. 

The payment shall be higher or lower if T-Systems proves that the 
loss suffered was greater or the customer, that it was less. 

 

12 Defect in quality [Sachmangel] 

12.1 T-Systems warrants that the software shall fulfill the functions 
described in the accompanying documentation to the extent the 
software is used on the operating system described in the 
agreement. 

12.2 If the software has defects, the customer may demand that 
T-Systems, at its own choice, either make subsequent 
improvements or provide the service again (subsequent 
performance [Nacherfüllung]). If the deviation of the service from 
the agreed condition is insignificant, the customer may only 
demand a reduction in payment. If the deviation of the service 
provided by T-Systems from the contractually agreed condition is 
insignificant and does not limit its serviceability, the customer 
shall not have any claim due to defects in quality. 

12.3 If T-Systems has provided services to detect a fault after a problem 
was reported, and if no defect in quality is found, the customer 
shall bear the costs resulting therefrom. In calculating the costs, 
T-Systems shall use the rates of remuneration valid at the time of 
service. 

12.4 The liability for defects in quality shall not apply to services 
provided by T-Systems that have been modified or otherwise 
interfered with by the customer, unless the customer proves that 
the intervention did not cause the defect. The liability for defects 
in quality shall also not apply if the customer fails to report the 
defect to T-Systems in writing without undue delay after it becomes 
apparent, or if the service is not used under the contractually agreed 
conditions as stipulated in the documentation. 

12.5 In order for the defect to be properly remedied, it must be 
adequately described by the customer and thus be identifiable by 
T-Systems. In addition, the documentation required to remedy the 
defect must be made available to T-Systems for inspection. 

12.6 Claims of the customer arising from necessary expenses incurred 
for the purpose of subsequent performance - in particular, the 
cost of transportation, labor and materials - shall be precluded 
hereby to the extent that the expenses are increased by the fact 
that the service was provided at a place of performance other than 
the one stipulated in the agreement. 

12.7 Software defects shall be remedied, at the election of T-Systems, 
by providing an update status of the software or a workaround. 
Until such time that an update status is provided, T-Systems shall 
provide temporary solution for working around the defect, if 
T-Systems can be reasonably expected to do so at a reasonable 
cost. 

12.8 Claims of the customer arising from a defect in quality shall be 
subject to a limitation period of one year from the commencement 
of the statutory limitation period. 

 

13 Defect in title [Rechtsmangel] 

A defect in title shall exist if the rights required to use the software 
as provided by the agreement have not been effectively granted 
after the software is handed over. In the event of defects in title, 
T-Systems shall honor its warranty, at its own choice, by providing 
the customer with a legally unobjectionable way to use the 
software or by taking back the software at the billed price minus a 
reasonable compensation for usage. The latter shall be 
permissible only if T-Systems cannot be reasonably expected to 
provide a different remedy. 

Claims of the customer arising from a defect in title shall be 
subject to a limitation period of one year from the commencement 
of the statutory limitation period. 

 

14 Liability 

14.1 T-Systems shall have unlimited liability for damages attributable to 
a willful or grossly negligent breach of duty. T-Systems shall also 
have unlimited liability for cases of breach of an obligation the 
fulfillment of which enables the proper execution of the agreement 
in the first place, the breach of which endangers the fulfillment of 
the purpose of the agreement and the fulfillment of which the 
customer generally relies on. Regardless of the degree of fault, 
T-Systems shall also have unlimited liability for damages resulting 
from injury to life or limb or harm to health and also, regardless of 
the degree of fault, for damages resulting from the granting of a 
guarantee pursuant to Section 276 (1) of the German Civil Code 
[Bürgerliches Gesetzbuch - BGB]. 

14.2 In cases of slight negligence [leichte Fahrlässigkeit], liability for 
damage to property and other damages shall be limited to such 
damages which are assumed to be typical for such an agreement 
and foreseeable. This also applies to loss of profit and loss of 
savings. Liability for any further remote consequential damages 
shall be excluded. 

14.3 If a single payment is agreed upon, the liability for damage to 
property and other damages shall be limited to 10 % of the net 
order volume per damage event, and to 25 % of the net order 
volume for all damages occurring within a single contract year. 

14.4 If periodic payment is agreed upon, the liability for damage to 
property and other damages shall be limited to 10 % of the annual 
net payment per damage event, and to 25 % of the net annual 
payment for all damages occurring within a single contract year. 

14.5 T-Systems' liability for all damages arising from this contractual 
relation shall be limited to a maximum sum of EUR 2.5 million. 

14.6 In the event of data loss, T-Systems shall be liable for 
compensation only for the time and costs which are necessary to 
recover the data provided that such data had been properly 
backed up by the customer. In case of slight negligence on the 
part of T-Systems, T-Systems shall only be held liable if the 
customer had properly backed up the data shortly before the data 
loss. 

14.7 The limitation of liability hereabove is not applicable to claims 
under the Product Liability Act [Produkthaftungsgesetz - 
ProdHaftG]. 

14.8 In as far as liability is excluded or limited under these terms and 
conditions, this exclusion or limitation shall also apply to any 
personal liability of the bodies of T-Systems, the employees, other 
members of staff, freelancers, representatives and subcontractors 
of T-Systems. 

14.9 All contractual claims for damages shall be subject to a limitation 
period of one year from the commencement of the statutory 
limitation period. 

 

15 Export 

The customer shall observe, on its own responsibility, the import 
and export regulations to be applied to the products or services 
provided, in particular the regulations of the United States of 
America. The customer shall pay any customs duties, fees and 
other charges that are incurred for the cross-border delivery of 
products and services. The customer shall carry out all legal and 
administrative procedures in connection with the cross-border 
delivery of products or services on its own responsibility. 

 

16 Confidentiality 

The parties shall be obligated toward each other for an unlimited 
period of time to treat as confidential any business and trade 
secrets as well as any details specified as being confidential that 
become known to them in connection with the performance of the 
agreement. Information may be divulged to third parties not 
involved in carrying out the order only with the prior written 
consent of the other party. Affiliated companies of the parties to 
the agreement as defined by Section 15 et seq. of the German 
Stock Corporation Act [Aktiengesetz - AktG] are not third parties. 
The parties to the agreement shall also require their employees 
and any third parties involved to accept these obligations. 

 

17 Force majeure 

17.1 T-Systems shall not be liable for occurrences of force majeure that 
significantly hinder proper contractual performance or temporarily 
hamper or render impossible the due performance of the 
agreement by T-Systems. Force majeure shall be deemed to 
include all circumstances that are independent of the intention 
and influence of the parties, such as natural disasters, 
governmental measures, decisions by authorities, blockades, war 
and other military conflicts, mobilization, internal unrest, terrorist 
attacks, strikes, lockouts and other work-related unrest, 
confiscation, embargoes or other circumstances that are 
unpredictable, serious and not due to the parties' fault and that 
occur following the conclusion of this agreement. 

17.2 If one of the parties is prevented from fulfilling its contractual 
obligations due to force majeure, this shall not be considered to 
be a violation of the agreement, and the periods set out in the 
agreement or on the basis of the agreement shall be extended 
reasonably, depending on the duration of the impediment. The 
same shall apply if T-Systems depends on the service of a third 
party, and this service is delayed as a result of force majeure. 

17.3 Each party shall undertake all necessary and reasonable actions 
within its control in order to limit the extent of the consequences 
which were caused by the force majeure. The party affected by 
force majeure shall in each case notify the other party in writing of 
the beginning and end of the impediment without undue delay. 

 

18 Miscellaneous 

18.1 If any provisions of the agreement are or become invalid or if a 
lacuna becomes evident, this will not affect the validity of the 
remaining provisions. In place of the invalid provisions, or to fill the 
lacuna, a commensurate provision shall be introduced that comes 
as close as possible to what the parties may be presumed to have 
intended according to the spirit and purpose of the agreement. 

18.2 The place of jurisdiction for all disputes arising from or in 
connection with this agreement shall be Frankfurt am Main. Any 
exclusive place of jurisdiction shall have priority. 

18.3 The customer shall not be entitled to transfer any rights and 
obligations under this agreement to a third party unless with the 
prior written consent of T-Systems. 

18.4 The contractual relations between the parties shall be subject to 
German law to the exclusion of the UN Convention on Contracts 
for the International Sale of Goods. 

