General business terms and conditions

§ 1 Applicability

1.1	The specified articles of these general terms and conditions apply exclusively and for all contractual agreements between PIRAMIT GmbH and the principal with which the contract is concluded or other contractual partners for delivery and provision of services.
1.2	With issue of the order the principal declares himself agreeable with these conditions.
1.3	Subsequent changes or additions to these general terms and conditions become an integral part of the contract if the principal does not contradict them within 14 days from getting knowledge of the changed business terms at the latest, however with payment of the project invoice following them.
1.4	These terms and conditions apply for all future business relationships even if they are not once again agreed. With conclusion of the contract, these terms and conditions apply as agreed.
1.5	PIRAMIT GmbH disallows conditions of the principal conflicting or deviating from these terms and conditions unless PIRAMIT GmbH has agreed their validity explicitely in writing.
1.6	Sales, software licences and services only take place on the basis of these terms and conditions.

§ 2 Object of the contract

2.1	The purpose of the service contract is the provision of a performance which is required by the principal and to which PIRAMIT GmbH committed to doing. Concerning this, among other things, apply the licencing of company owned software. In addition to the regulations specified here, the § 611ff. BGB (Civil Code) apply.
2.2	Basis for the collaboration and integral part of the contract is, in the case of provision of temporary or indefinite general consulting services, is the consultancy contract which regulates the details of the service agreement.

§ 3 Conclusion of contract

3.1	The tender prices of PIRAMIT GmbH are non-binding until written order issue by the principal or an order confirmation, with this the contract comes into effect.
3.2	Postponements or price increases are authorised if they are based upon changes required by the principal.
3.3	If the principal withdraws from his contract, all outstanding charges until this point in time are invoiced to him.

§ 4 Contract management/accountability

4.1	The PIRAMIT GmbH can, as contractor, freely dispose of his work space and working time. He is subject to no instructions about the method of the service provision.
4.2	The execution of the individual orders takes place by PIRAMIT GmbH itself or by similarly qualified self-employed or employed third parties named by PIRAMIT GmbH.
4.3	The PIRAMIT GmbH decides at its own discretion which employees are deployed for the fulfillment of contractual obligations and reserves the right to substitute the employees at any time unless something else has been explicitly agreed.
4.4	Only the PIRAMIT GmbH is in authority over its employees, even if the provision of service takes place in the company of the principal. The right of the principal to issue instructions which are order related and concerning the final result, remains unaffected by this. Incorporation of the employees into the principal's company does not take place.

§ 5 Copyright and intellectual property

5.1	All software which is transferred to the principal by PIRAMIT GmbH for the execution of a contract is subject to the protection of intellectual property. As a precaution, the contracting parties specify contractually here that the paragraphs from the intellectual property find application.
5.2	Any software which is developed and transferred to the purchaser by PIRAMIT GmbH for execution of a contract remains, until the complete payment of the sales price, the property of PIRAMIT GmbH.
5.3	After successful, complete payment, all rights to individual components are transferred to the purchaser.
5.4	The principal receives the authorisation to use the objects of the contract in his operation for his own purposes.

§ 6 Cooperation with the principal

6.1	The principal is obliged to cooperation as far as this results from the obligations regulated in this contract and in the service specification.
6.2	Above all, the provision of the required data is a component of the obligation to cooperate. For this the principal must ensure that PIRAMIT GmbH will be provided in good time with all the information required for the execution of their task.
6.3	The principal can request changes to the content and scope of the service. This also applies for already performed and delivered services.
6.4	A change request is to be settled in a written additional agreement before start of the execution. A change request should include the following details: The description of the product characteristic which should be changed. The description of the product characteristic which should be produced. The reason for the change The product version concerned. The date of the required implementation.
6.5	PIRAMIT GmbH will, if the changes are not only irrelevant, determine the delays and additional expenses which occur owing to the required changes and the contract parties will agree on the corresponding contract adjustments.If the parties can find no agreement, then PIRAMIT GmbH is authorised to refuse the request for change
6.6	Occurrences of acts of nature beyond control which substantially hamper the service or make it impossible on time, or hindrances by missing cooperation by the principal, authorise PIRAMIT GmbH to postpone the fulfillment of their service by the period of the hindrance and a fair start-up time.

§ 7 Reporting

7.1	PIRAMIT GmbH reports a written account to the principal about their ongoing work and its results. The reporting can, according to the choice of the purchaser, take place once or corresponding to the work process, in the form of progress reports.
7.2	In each case PIRAMIT GmbH is obliged to provide the principal with a final report by the end of the contract at the latest. The final report is to be presented to the principal in two copies.
7.3	If PIRAMIT GmbH does not fulfill this obligation, only incompletely, not on time or defectively, the principal is authorised, in addition to other entitlements, to withhold their consideration.

§ 8 Termination

8.1	The period of notice depends on the respective contract type.
8.2	If, intentionally or by gross negligence, a contracting partner does not fulfill his contractual obligations, then the other partner can terminate the contract in writing without notice.
8.3	Terminations must take place in writing.

§ 9 Non-solicitation clause

During the contractual period and a subsequent time of one year, the principal is obliged not to entice away any personnel of PIRAMIT GmbH. It is unremarkable at whose instigation this takes place. The enticement or attempted enticement represents a form of contract violation. In the case of an enticement PIRAMIT GmbH reserves the right to compensation. In return, PIRAMIT GmbH is also obliged not to entice any employee of the principal.

§ 10 Liability limitation and malfeasance

10.1	PIRAMIT GmbH is liable for intention and major negligence. Furthermore, PIRAMIT GmbH is obligated for the negligent violation of responsibilities, the fulfillment of which only enables the orderly execution of the contract, the infringement of which endangers the achievement of the contract purpose and the observance of which you as principal can rely on. In the forementioned case however PIRAMIT GmbH is liable only for predictable damage which is typical for the contract. PIRAMIT GmbH is not liable for slightly negligent infringement of other than the obligations mentioned in the preceding sentences.
10.2	The preceding exemption from liability does not apply for harm to life, body and health. The liability according to the Product Liability Act remains inviolate.
10.3	PIRAMIT GmbH is not liable for a defect if the defect is due to a task worked out by or together with the principal or the faulty or inadequate cooperation of the principal. A possible liability for defects by PIRAMIT GmbH is furthermore not applicable if the principal or a third party changes the services or parts of the services without approval by PIRAMIT GmbH.
10.4	If the product/service provision is divided into several sections (phases), then the principal receives procedural documentation according to the work progress. This serves as information about the respective project status. If it does not lead to an immediate and justified complaint, then the information applies as an interpretation aid for a later assessment of the subject matter of the contract with regard to its freedom from defects.
10.5	If PIRAMIT delivers a service not according to contract, therefore intentionally defective, and is responsible for this, it is obliged to make this service available contractually appropriate within a reasonable time without additional costs to the principal. If they do not manage this within a period set by the principal, the principal is entitled to cancel the contract without notice. The principal has the right to appropriately reduce the payment. In the case of an effective termination, only up to its effective date is PIRAMIT GmbH eligible for payment of services provided on the basis of the contract.

§ 11 final clauses

11.1	Changes or supplements to this contract require the written form. The requirement of written form can only be nullified by a written agreement of the contracting parties.
11.2	The law of the Federal Republic of Germany applies.
11.3	The place of fulfillment as well as the exclusive place of jurisdiction for all disputes from or in connection with this contract is Karlsruhe.
11.4	If individual provisions of these terms and conditions are ineffective, the validity of other provisions are not incidentally disturbed by this. The ineffective provision is jointly replaced by a legally effective provision by the contractual parties which comes as close as possible to the economic sense and purpose of the ineffective provision. The preceding regulation applies according to the regulation loopholes.