General Terms and Conditions
of Advanced Software GmbH, Wiesbaden (ADVANCED)
Part A – General Provisions
Version: September 11, 2025
Copyright © 2025 Advanced Software GmbH, Wiesbaden
1 CONTRACTUAL COMPONENTS
The following agreements apply exclusively in the order listed:
- General Terms and Conditions Part A – General Conditions of Advanced Software GmbH (this text)
In addition, the following General Terms and Conditions of ADVANCED apply as applicable in individual cases:
- General Terms and Conditions Part B – Granting of Rights of Use
- General Terms and Conditions Part C – Maintenance
2 EXCLUSION CLAUSE
If the customer also uses general terms and conditions, the contract is concluded even without an express agreement on the inclusion of general terms and conditions. Insofar as the various general terms and conditions are identical in content, they shall be deemed agreed upon. Conflicting individual provisions shall be replaced by the provisions of default law. The same applies if the customer’s terms and conditions contain provisions not included in these terms and conditions. If these terms and conditions contain provisions not included in the customer’s terms and conditions, these terms and conditions shall apply.
3 GAP IN THE CONTRACT
Should any provision of this contract or any supplementary agreement be or become invalid, the validity of the remaining provisions of this contract and the supplementary agreements shall not be affected. The invalid provision shall be replaced by a provision that most closely approximates the economic purpose of the invalid provision.
4 WRITTEN FORM
All agreements that amend, supplement, or specify these terms and conditions, as well as any special assurances and arrangements, must be in writing. If statements are made by representatives or agents of ADVANCED, they are only binding if ADVANCED gives its written consent with the signature of an authorized signatory.
5 CHOICE OF LAW
The parties agree that all legal relations arising from this contractual relationship shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
6 CONFIDENTIALITY
6.1 ADVANCED undertakes to maintain strict confidentiality regarding all confidential matters, in particular the client’s business or trade secrets, that come to its attention in the course of its work for the client and not to disclose them. This applies to any unauthorized third parties, i.e., also to unauthorized employees of both ADVANCED and the client, unless the disclosure of information is necessary for the proper fulfillment of the contractual obligations.
6.2 ADVANCED undertakes to conclude an agreement identical in content to this provision with all employees it engages in connection with the performance of the contract.
7 CUSTOMER’S OBLIGATIONS TO COOPERATE
7.1 The customer’s obligations to cooperate, as set out below or in the appendices attached to the offer (e.g., specifications), are considered duties of cooperation.
7.2 If the customer fails to fulfill their obligations of cooperation, or fulfills them inadequately, despite ADVANCED setting a deadline, ADVANCED is entitled to refuse to perform its services until the obligations of cooperation are fulfilled, provided that the services cannot be completed without the customer’s cooperation. The customer remains obligated to fulfill their payment obligations if the failure to accept or deliver the software is due to their fault.
7.3 General duties of cooperation include, but are not limited to:
7.3.1 The customer is responsible for performing data backups before the commencement of work. Unless otherwise requested, ADVANCED is not obligated to verify the completeness of the data backup performed by the customer.
7.3.2 The customer is responsible for creating suitable environmental conditions for the delivered software in accordance with the specifications in the Installation Preparation Document (“IVD”). For third-party software, the manufacturers‘ specifications apply. ADVANCED undertakes to promptly review and release the latest patches from third-party manufacturers, provided the necessary functionality is available.
7.4 To the extent necessary for remedying defects, the customer must immediately grant ADVANCED access to the devices on which the software is installed when making a warranty claim.
8 PAYMENT
8.1 The amount of payment is based on the last order confirmation issued by ADVANCED.
8.3 All prices are net prices and are subject to the applicable value-added tax (VAT).
9 DELIVERY PERIODS, FORCE MAJEURE
9.1 The delivery period is determined by the order confirmation.
9.2 If, despite exercising due diligence, ADVANCED is unable to fulfill its obligations due to force majeure (e.g., strikes, operational disruptions), the delivery period will be extended accordingly. However, the customer has the right to cancel the order if doing so would result in unreasonable disadvantages.
9.3 In the event of delayed delivery, claims for damages are limited to 15% of the order value.
10 RETENTION OF TITLE
10.1 ADVANCED retains title to the software delivered to the customer until full payment of all outstanding claims arising from this contractual relationship, whether existing at the time of delivery or arising subsequently. In the case of payment by check or bill of exchange, until they are honored. Rights of use are transferred to the customer only after full payment has been received.
10.2 In the event of culpable payment arrears by the customer or a significant breach of the duty of care and custody, the assertion of the retention of title by ADVANCED shall not be deemed a withdrawal from the contract, unless ADVANCED expressly informs the customer otherwise.
10.3 If ADVANCED asserts its retention of title, the customer’s right to continue using the software expires, unless ADVANCED informs the customer otherwise. In this case, all program copies made by the customer, including data backups, must be deleted.
11 WARRANTY
11.1 The warranty begins no later than the moment the customer possesses a working version of the programs that they can install themselves. If they cannot perform the installation themselves, the moment of installation is considered the start date.
11.2 Section 377 of the German Commercial Code (HGB) does not apply.
11.3 The warranty period for all products manufactured or supplied by ADVANCED is 12 months. Claims for damages expire within the same period, unless the customer remained unaware of the damage without gross negligence or intent.
11.4 If a legal provision changes shortly before the planned acceptance/handover and this jeopardizes the availability of the affected function in the system, ADVANCED may demand a reasonable extension of the implementation period for this function.
11.5 During the warranty period, ADVANCED will promptly remedy justified defects, if necessary through multiple repairs or replacements. In the case of minor defects, ADVANCED may, at its discretion, provide a workaround and permanently resolve the defect with the delivery of the next update. The customer’s right to withdraw from the contract or reduce the price is excluded during this period. If the attempt to rectify the defect repeatedly fails and further waiting is unreasonable for the customer, the right to withdraw from the contract or reduce the price is reinstated. If only a minor defect exists, the customer has no right to claim damages or withdraw from the contract. The definitions of defects in Part C, Section 3 of the General Terms and Conditions apply accordingly.
12 LIABILITY
12.1 ADVANCED excludes liability for minor negligence, unless such negligence involves a breach of essential contractual obligations, damages resulting from injury to life, body, or health, or claims under the Product Liability Act that concern life or limb. The same applies to breaches of duty by ADVANCED’s vicarious agents or executive employees.
12.2 ADVANCED’s liability for negligent breaches of essential contractual obligations is unlimited, provided the act is caused by ADVANCED’s executive employees or governing bodies. If the same act is committed by ordinary employees or third parties, liability is limited to the typical damage foreseeable in connection with the performance of the contract.
12.3 ADVANCED is not liable for data recovery if the customer has not ensured that this data can be reconstructed with reasonable effort.
12.4 The customer is also obligated to back up the data in accordance with the current state of the art, but at least once a day.
12.5 The technical advice provided by ADVANCED is given to the best of its knowledge and belief. Should the customer fail to follow any of the advice, they bear the burden of proof that the damage would have occurred even if they had followed the advice.
13 JURISDICTION
13.1 If the client is a merchant as defined by the German Commercial Code (HGB), a legal entity under public law, or a special fund under public law, Wiesbaden shall be the agreed place of jurisdiction for all disputes arising from or in connection with this contractual relationship.
13.2 For the production or sale of goods, the place of performance is the registered office of the contractor. For software maintenance, the provision of consulting services, or the provision of other services, the place of performance is the registered office of ADVANCED.
